As filed with the Securities and Exchange Commission
on January 29, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in 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
(716) 338-6000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
Robert B. Stiles
Senior Vice President and General Counsel
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2901
(716) 338-6800
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
_______________________
Approximate date of commencement of proposed sale to public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. X
<PAGE> 2
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of Each Amount to be Proposed Proposed Amount of
Class of Registered Maximum Maximum Registration
Securities to Offering Aggregate Fee
be Registered Price Per Offering
Unit (1) Price (2)
Debt
Securities (3) $(4) $(4) (4)
Common Stock,
par value
$.40 (5) (4) (4) (4)
Total(6) $500,000,000.00 $(4) $500,000,000.00 $147,500.00
</TABLE>
(1) The proposed maximum offering price per unit will be determined
from time to time by Registrant in connection with the issuance of
such securities.
(2) The proposed maximum aggregate offering price has been estimated
solely for purposes of calculating the registration fee as provided
in General Instruction II.D to Form S-3.
(3) Subject to the limitations set forth in Note 6, an indeterminate
amount of Debt Securities is registered to be sold by Registrant.
(4) Omitted pursuant to General Instruction II.D. of Form S-3.
(5) Subject to the limitations set forth in Note 6, an indeterminate
number of shares of Common Stock is registered as may be issuable
upon the exercise of any rights to exchange or convert any Debt
Securities registered hereunder.
(6) The aggregate initial offering price of all securities issued
from time to time pursuant to this registration statement, calculated
in accordance with Rule 457, will not exceed $500,000,000.00. Such
amount represents the amount computed pursuant to Rule 457(c) for the
principal amount of any Debt Securities issued at their principal
amount or the issue price (rather than principal amount) of any Debt
Securities issued at an original issue discount. The securities
registered hereunder may be sold separately or in units with other
securities registered hereunder. No separate consideration will be
received for any Common Stock or other Debt Securities issuable upon
conversion of or in exchange for Debt Securities.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Subject to Completion - January 28, 1998
PROSPECTUS
Bausch & Lomb Incorporated
DEBT SECURITIES
Bausch & Lomb Incorporated (the "Company") may from time to time
offer debt securities ("Debt Securities") which may be either senior
debt securities or subordinated debt securities and may be
exchangeable or convertible into shares of the Company's Common
Stock, par value $.40 (the "Common Stock"), with an aggregate public
offering price of up to $500,000,000.00 on terms to be determined at
the time or times of offering. The Debt Securities may be offered in
separate classes or series, in amounts, at prices and on terms to be
set forth in a supplement to this Prospectus (a "Prospectus
Supplement").
The specific terms of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable
Prospectus Supplement and will include, where applicable, the title,
aggregate principal amount, denominations, maturity, rate (which may
be fixed or variable) or method of calculation thereof, time of
payment of any interest, any terms for redemption at the option of
the holder or the Company, any terms for sinking fund payments, rank,
any conversion or exchange rights, any listing on a securities
exchange, and the initial public offering price and any other terms
in connection with the offering and sale of any Debt Securities.
The applicable Prospectus Supplement will also contain information,
where applicable, about certain United States federal income tax
considerations relating to, and any listing on a securities exchange
of, the Debt Securities covered by such Prospectus Supplement. The
Common Stock is listed on the New York Stock Exchange under the
symbol "BOL." Any Common Stock issuable upon exchange or conversion
of any Debt Securities offered pursuant to a Prospectus Supplement
will be listed on such exchange, subject to official notice of
issuance.
The Debt Securities may be offered directly, through agents
designated from time to time by the Company, or to or through
underwriters or dealers. If any agents or underwriters are involved
in the sale of any of the Debt Securities, their names, and any
applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth, or will be calculable from
the information set forth, in the applicable Prospectus Supplement.
See "Plan of Distribution."
No Debt Securities may be sold without delivery of the applicable
Prospectus Supplement describing the method and terms of the offering
of such class or series of the Debt Securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February __, 1998
<PAGE> 2
No person is authorized in connection with any offering made hereby
to give any information or to make any representation not contained
or incorporated by reference in this Prospectus, and any information
or representation not contained or incorporated herein must not be
relied upon as having been authorized by the Company or any
Underwriter. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such
offer or solicitation. Neither the delivery of this Prospectus at
any time nor any sale made hereunder shall, under any circumstances,
imply that the information herein is correct as of any date
subsequent to the date hereof.
IN CONNECTION WITH AN OFFERING OF THE SECURITIES, THE UNDERWRITERS,
IF ANY, FOR SUCH OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
____________________________
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a
Registration Statement on Form S-3 under the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations
promulgated thereunder, with respect to the securities offered
pursuant to this Prospectus. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits thereto. For
further information with respect to the Company and such securities,
reference is made to the Registration Statement and such exhibits,
copies of which may be examined without charge at, or obtained upon
payment of prescribed fees from, the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such information is also be available for
inspection and copying at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York
10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and proxy statements and other
information with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the locations
described above. Copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates or from the Commission's
worldwide web site at http://www.sec.gov. In addition, the Common
Stock is listed on the New York Stock Exchange and similar
information concerning the Company can be inspected at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company under
the Exchange Act with the Commission, are incorporated in this
Prospectus by reference: the Company's Annual Report on Form 10-K
for the fiscal year ended December 28, 1996, the Company's Quarterly
Reports on Form 10-Q for the quarterly periods ended March 29, 1997,
as amended on May 28, 1997, June 28, 1997 and September 27, 1997 and
the Company's Current Report on Form 8-K filed on January 13, 1998.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment
<PAGE> 3
which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in and to be a part of this
Prospectus from the date of filing of such reports and documents
(provided, however, that the information referred to in Instruction 8
to Item 402(a)(3) of Regulation S-K promulgated by the Securities and
Exchange Commission is not incorporated herein by reference).
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in the Registration Statement
containing this Prospectus or in any other subsequently filed
documents which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any and all of
the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to
those documents. Requests should be directed to: Investor Relations
Department, Bausch & Lomb Incorporated, One Bausch & Lomb Place,
Rochester, New York 14604 (716) 338-6025.
THE COMPANY
Bausch & Lomb Incorporated is a world leader in the development,
manufacture and marketing of products and services for the eye care
and healthcare fields. Its core businesses include soft and rigid gas
permeable contact lenses, lens care products, premium sunglasses and
ophthalmic pharmaceutical products. The Company was founded in 1853
in Rochester, N.Y., where it continues to have its headquarters. The
Company has annual revenues of approximately $2 billion and employs
over 13,000 people in 35 countries. Bausch & Lomb products are
available in more than 100 countries around the world. Except where
the context otherwise requires, the term "Company" includes Bausch &
Lomb Incorporated and its subsidiaries. The Company's executive
offices are located at One Bausch & Lomb Place, Rochester, New York
14604, telephone number (716) 338-6000.
RECENT DEVELOPMENTS
LITIGATION UPDATE
In its 1996 Annual Report on Form 10-K, the Company described
shareholder actions commenced in June 1994 against the Company and
several officers. On November 14, 1997, the Company entered into a
memorandum of understanding with the attorneys representing the
purported class of purchasers of Bausch & Lomb common stock from
December 13, 1993 through January 25, 1995. Bausch & Lomb agreed to
pay $42 million to resolve these claims. The parties have agreed to
work out the specific terms of the settlement during the ninety days
following execution of the memorandum of understanding. Once the
detailed terms of the settlement agreement are finalized between
Bausch & Lomb and the attorneys for the shareholders, the agreement
will be submitted to the court for approval and notice of the
specific terms will be provided to potential members of the class.
In its 1996 Annual Report on Form 10-K, the Company discussed a
continuing investigation
<PAGE> 4
by the Securities and Exchange Commission regarding the Company's
accounting treatment of a fourth quarter 1993 sales program initiated
by the Contact Lens Division and of sunglass sales in its Asia
Pacific Division in the period from late 1992 through early 1994. On
November 17, 1997, the Company confirmed that it had entered into an
administrative Consent Order with the SEC, finally resolving the
investigation. The Consent Order requires that the Company cease and
desist from committing or causing any violation and any future
violation of certain provisions of the Exchange Act and the rules
promulgated thereunder.
CHANGES IN LONG TERM DEBT RATINGS
In its Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 1997, the Company reported that following the
announcement of pending acquisitions by the Company of Chiron Vision
Corporation and Storz Instrument Company, both Standard & Poor's and
Moody's Investor Service placed the Company's long term debt ratings
under review for possible downgrade. The Company has been notified by
each rating service that their review has been completed, the result
being that the Company's long-term debt has been downgraded by
Standard & Poor's to BBB and by Moody's Investor Service to Baa2.
RECENT ACQUISITIONS
In its Form 8-K filed with the Commission on January 13, 1998, the
Company reported the consummation of two previously announced
acquisitions. The following summarizes the information contained in
that report:
On December 29, 1997, the Company acquired, for $300 million in cash,
all of the issued and outstanding shares of Chiron Vision Corporation
("Chiron Vision"), pursuant to an October 21, 1997 agreement between
the Company and Chiron Corporation, the sole shareholder of Chiron
Vision. Chiron Vision's business is the research, development and
manufacture of innovative products that improve results in cataract
and refractive surgery, and the treatment of progressive eye
diseases.
On December 31, 1997, the Company, in a combined purchase of stock
and assets, acquired, for $380 million in cash, Storz Instrument
Company, Storz Ophthalmics, Inc. and Cyanamid Chirurgie S.A.S.
(collectively the "Storz Entities") pursuant to an October 21, 1997
agreement by and among the Company, American Cyanamid Company
("Cyanamid") and American Home Products Corporation ("AHP"). Storz
manufactures and distributes high quality ophthalmic surgical
instruments, surgical and diagnostic equipment, intraocular lens
implants and ophthalmic pharmaceuticals.
The funds used to consummate both of these acquisitions came from the
issuance by the Company of short-term obligations under the Company's
commercial paper program.
RATIO OF EARNINGS TO FIXED CHARGES
The following table represents the Company's ratio of earnings
to fixed charges for the periods
<PAGE> 5
shown.
YEAR ENDED DECEMBER
----------------------------------------------------------
1997 1996 1995 1994 1993 1992
------ ------ ------ ------ ------ ------
4.16 5.46 3.71 7.06 9.31
For the purpose of this ratio: (i) earnings consist of income before
fixed charges and income taxes for the Company and (ii) fixed charges
consist of interest and debt expense on all indebtedness (without
reduction for interest capitalized) and that portion of rental
payments on operating leases estimated to represent an interest
factor for the Company.
USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus
Supplement, the net proceeds from the sale of the Debt Securities
will be added to the general funds of the Company and their
subsidiaries and will be used for general corporate purposes,
including working capital and capital expenditures, and for the
refinancing of existing short-term indebtedness. The Company may
invest the proceeds in marketable securities prior to their
application to such uses. The approximate amount of such net
proceeds will be specified in the applicable Prospectus Supplement
and will depend upon the type, aggregate principal amount and initial
offering price of the particular series of Debt Securities to be
determined at the time of sale.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to
which any Prospectus Supplement may relate. The particular terms of
the Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the
Debt Securities so offered will be described in the Prospectus
Supplement relating to such Debt Securities.
The Debt Securities are to be issued under an Indenture, dated as of
September 1, 1991 (the "Indenture"), between the Company and
Citibank, N.A., as Trustee (the "Trustee"), a copy of which is an
exhibit to the Registration Statement of which this Prospectus is a
part. The following summaries of certain provisions of the Indenture
do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms.
Wherever particular Sections or defined terms of the Indenture are
referred to, such Sections or defined terms are incorporated herein
by reference.
GENERAL
The Debt Securities will be unsecured obligations of the Company and
will rank pari passu with all other unsecured and unsubordinated
indebtedness of the Company.
<PAGE> 6
The Indenture does not limit the aggregate principal amount of the
debt securities that may be issued thereunder and provides that Debt
Securities may be issued thereunder from time to time in one or more
series.
Reference is made to the Prospectus Supplement for the following
terms or additional provisions of the Debt Securities offered at that
time (the "Offered Debt Securities"): (i) the title of the Offered
Debt Securities; (ii) any limit on the aggregate principal amount of
the Offered Debt Securities; (iii) the price (expressed as a
percentage of the aggregate principal amount thereof) at which the
Offered Debt Securities will be issued; (iv) the date or dates on
which the principal of the Offered Debt Securities will be payable;
(v) the rate or rates (which may be fixed or variable) per annum at
which the Offered Debt Securities will bear interest, if any; (vi)
the date or dates from which such interest, if any, on the Offered
Debt Securities will accrue, the dates on which such interest, if
any, will be payable, the date on which payment of such interest, if
any, will commence and the regular dates for any such interest
payment dates; (vii) any provision relating to the mandatory or
optional redemption of the Offered Debt Securities; (viii) the place
or places at which the Company will make payment of principal of and
any premium and interest on the Offered Debt Securities and the
method of such payment; (ix) the person to whom any interest on any
Offered Debt Security will be payable, if other than the person in
whose name that Offered Debt Security (or one or more Predecessor
Debt Securities) is registered at the close of business on the
Regular Record Date for such interest; (x) if other than U.S.
dollars, the currency (including composite currencies) in which
payment of principal of and any premium and interest on the Offered
Debt Securities shall be payable; (xi) any currency (including
composite currencies) other than the stated currency of the Offered
Debt Securities in which the principal of and any premium and
interest on the Offered Debt Securities may, at the election of the
Company or the Holders, be payable, and the periods within which, and
terms and conditions upon which, such election may be made; (xii) if
the amount of payments of principal of and any premium and interest
on the Offered Debt Securities may be determined with reference to an
index, the manner in which such amounts shall be determined; (xiii)
the right of the Company to defease the Offered Debt Securities or
certain restrictive covenants and certain Events of Default under the
Indenture; (xiv) whether the Offered Debt Securities will be issued
in whole or in part in the form of one or more Global Securities and,
in such case, the Depositary for such Global Security of Global
Securities; (xv) any restrictive covenants, Events of Default, or
other terms relating to the Offered Debt Securities in addition to
those described herein; (xvi) any provision for the exchange or
conversion of the Offered Securities for Common Stock and the terms
and conditions of such exchange or conversion; and (xvii) any other
specific terms of the Offered Debt Securities.
Principal and any premium or interest will be payable, and the Debt
Securities will be transferable, at the Place of Payment designated
for such Debt Securities (Sections 305 and 1002); provided that the
payment of any interest may, at the option of the Company, be made by
check mailed to the address of the Person entitled thereto as it
appears on the Security Register.
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Debt Securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral
multiple thereof. (Section 302) No service charge will be made for
any registration of transfer or exchange of Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith. (Section 305)
<PAGE> 7
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a discount (which may
be substantial) below their stated principal amount. Federal income
tax consequences and other special considerations applicable to any
such Original Issue Discount Securities will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means any security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof following the occurrence of
an Event of Default and the continuation thereof. (Section 101)
SUBSIDIARIES
The term "Subsidiary" is defined as a corporation more than 50% of
the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. The term
"Significant Subsidiary" has the meaning specified in Article I,
sec.210.1-02(v) of Regulation S-X of the Securities and Exchange
Commission as in effect on September 1, 1991.
LIMITATION UPON SECURED DEBT OF THE COMPANY AND ITS SIGNIFICANT
SUBSIDIARIES
If the Company or any Significant Subsidiary incurs, issues, assumes,
guarantees or suffers to exist any Debt secured by a Mortgage on any
property of the Company or any Significant Subsidiary, or on any
shares of stock or Debt of any Significant Subsidiary, the Company
will secure or cause such Significant Subsidiary to secure the Debt
Securities equally and ratably with (or, at the Company's option,
prior to) such secured Debt, for as long as such secured Debt is so
secured, unless the aggregate amount of all such secured Debt plus
all Attributable Debt of the Company and its Significant Subsidiaries
in respect of sale and leaseback transactions (other than those
exempt under clause (b) under "Limitation Upon Sale and Leaseback
Transactions" below), would not exceed 10% of Consolidated Net
Tangible Assets. (Section 1008) This restriction will not apply to,
and there will be excluded from secured Debt in any computation under
such restriction, Debt secured by (a) Mortgages on property of, or on
any shares of stock of or Debt of, any corporation existing at the
time such corporation becomes a Significant Subsidiary, (b) Mortgages
in favor of the Company or any Significant Subsidiary, (c) Mortgages
in favor of any governmental bodies to secure progress, advance or
other payments, (d) Mortgages on property (including leasehold
estates), shares of stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or consolidation) and
purchase money and construction Mortgages which are created or for
which commitments are received within specified time limits, and (e)
within certain limitations, any extension, renewal or refunding of
any Mortgage referred to in the foregoing clauses (a) through (d),
inclusive. (Section 1008) "Attributable Debt" means the total net
amount of rent required to be paid during the remaining term of any
lease, discounted at a rate per annum equal to the weighted average
interest rate, or yield to maturity in the case of an Original Issue
Discount Security, borne by all the Outstanding Securities compounded
semi-annually. (Section 101) "Consolidated Net Tangible Assets" means
the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all current
liabilities (excluding any thereof constituting Funded Debt, as
defined below, by reason of being renewable or extendable) and (ii)
all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, as set forth on the
Company's most recent consolidated balance sheet. (Section 101)
<PAGE> 8
LIMITATION UPON SALE AND LEASEBACK TRANSACTIONS
Sale and leaseback transactions (except such transactions involving
leases for less than three years) by the Company or any Significant
Subsidiary are prohibited unless (a) the Company or Significant
Subsidiary would be entitled to incur Debt secured by a Mortgage on
the assets to be leased in an amount at least equal to the
Attributable Debt in respect of such transaction without equally and
ratably securing the Debt Securities, or (b) the proceeds of the sale
or transfer of the assets to be leased are at least equal to their
fair market value and, within 120 days after the sale or transfer,
the proceeds are applied to the purchase or acquisition (or, in the
case of real property, the construction) of assets or to the
retirement of Funded Debt. (Section 1009) "Funded Debt" means
indebtedness for money borrowed having a maturity of more than 12
months from the date as of which the amount thereof is to be
determined or having a maturity of less than 12 months but by its
terms being renewable or extendable beyond 12 months at the option of
the borrower. (Section 101)
MERGER AND CONSOLIDATION
The Company may consolidate with, or sell or convey all or
substantially all of its assets to, or merge with or into any other
corporation, provided that in any such case, (i) either the Company
shall be the continuing corporation, or the successor corporation
shall be a corporation organized and existing under the laws of the
United States of America or a State thereof and such successor
corporation shall expressly assume the due and punctual payment of
the principal of and interest on all the Debt Securities, according
to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of the Indenture to be
performed by the Company, and (ii) the Company or such successor
corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in
the performance of any such covenant or condition. (Section 801) If,
after giving effect to any such consolidation or merger of the
Company with or into any other corporation, or after giving effect to
any sale or conveyance of the property of the Company as an entirety
or substantially as an entirety to any other corporation, the
corporation formed by or resulting or surviving therefrom or which
shall have received such property would have outstanding any Debt
secured by any Mortgage on any property of the Company or any
Significant Subsidiary, or any shares of stock or Debt of any
Significant Subsidiary, which such Debt could not at such time be
incurred by such corporation under Section 1008 of the Indenture
without equally and ratably securing the Securities, the Company,
prior to such consolidation, merger, sale or conveyance, will secure
the Securities Outstanding under the Indenture, equally and ratably
with (or prior to) the Debt secured by such Mortgage in the manner
described in Section 1008 of the Indenture. (Section 803)
EVENTS OF DEFAULT
With respect to Debt Securities of any series, the following will be
Events of Default under the Indenture: (a) default in the payment of
any interest on a Debt Security of that series when due, continued
for 30 days; (b) default in the payment of principal of (or premium,
if any, on) a Debt Security of that Series when due; (c) failure to
deposit any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) default in the performance of any other
covenant by the Company (other than a covenant included in the
Indenture solely for the benefit of series of
<PAGE> 9
Debt Securities other than that series), continued for 60 days after
written notice to the Company by the Trustee or to the Trustee and
the Company by Holders of at least 10% of the principal amount of
Outstanding Debt Securities of such series; (e) acceleration of any
indebtedness for money borrowed in excess of $10,000,000 by the
Company as the result of a default under the terms of the instrument
under which such indebtedness is or may be issued, or by which it may
be secured or evidenced, if such acceleration is not rescinded or
annulled, or such indebtedness not discharged, within 10 days after
written notice to the Company by the Trustee or to the Trustee and
the Company by the Holders of at least 10% of the principal amount of
Outstanding Debt Securities of such series; (f) certain events in
bankruptcy, insolvency or reorganization; and (g) any other Event of
Default provided with respect to Debt Securities of that series.
(Section 501) Subject to the provisions of the Indenture relating to
the duties of the Trustee in case an Event of Default shall occur and
be continuing, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request or
discretion of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to
such provisions for the indemnification of the Trustee, the Holders
of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to Debt Securities of such series.
(Section 512)
If an Event of Default with respect to Debt Securities of any series
shall occur and be continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of that series may declare the principal
amount (or, if any of the Debt Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of
such Debt Securities as may be specified in the terms of that series)
of all of the Debt Securities of that series to be due and payable
immediately by a notice in writing to the Company (and to the Trustee
if given by Holders). Upon such declaration, such principal amount
(or specified amount), plus any interest accrued on such Debt
Securities to the date of declaration, shall become immediately due
and payable. Upon payment (i) of (A) such principal amount and (B)
such interest and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of principal of and interest on
such Debt Securities shall terminate. At any time after such
declaration of acceleration with respect to the Debt Securities of
any series, but before a judgment or decree based on such declaration
has been obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that
series may, under certain circumstances, rescind and annul such
declaration if all Events of Default, other than the non-payment of
accelerated principal, have been cured or waived as provided in the
Indenture. (Section 502)
No Holder of any Debt Security will have any right to institute any
proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default and unless
also the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of such series shall have made written
request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of such series a direction
inconsistent with such request and shall have failed to institute
such proceeding within 60 days. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Debt
Security for enforcement of
<PAGE> 10
payment of the principal of or interest on such Debt Security on or
after the respective due dates expressed in such Debt Security.
(Section 508)
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its
obligations under the Indenture and as to any default in such
performance. (Section 1004)
MODIFICATION, AMENDMENT OR WAIVER
With certain limited exceptions, modifications and amendments of the
Indenture may not be made by the Company and the Trustee without the
consent of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of each series affected
thereby, provided that without the consent of each Holder of Debt
Securities affected thereby no such modification or amendment may (1)
change the stated maturity of the principal of, or any installment of
principal of or interest on, any Debt Security; (2) reduce the
principal amount of, or the rate of interest on, or any premium
payable upon the redemption of, any Debt Security; (3) reduce the
amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the
maturity thereof; (4) change the place or currency of payment of
principal of, or interest or premium, if any, on, any Debt Security;
(5) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security on or after the
stated maturity thereof (or redemption date thereof, if applicable);
(6) reduce the percentage in principal amount of the Outstanding Debt
Securities of any series the consent of whose Holders is required for
any supplemental indenture or waiver provided for in the Indenture;
or (7) modify the foregoing requirements except to increase any such
percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Debt Security affected thereby. (Sections
901 and 902)
Compliance with certain covenants (including those referred to above
relating to restrictions on secured debt and on sales and leasebacks)
may be waived with respect to the Debt Securities of any series,
either generally or in a specific instance, before the time for
compliance with such covenants, by the Holders of at least a majority
in principal amount of the Outstanding Securities of that series.
(Section 1010) The Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of any series may waive any
past default under the Indenture with respect to such series, except
a default in the payment of principal (or premium, if any) or
interest or a default in respect of those covenants or provisions of
the Indenture which cannot be modified without the consent of each
Holder of Outstanding Securities of such series affected. (Section
513)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, if provision therefor is made with
respect to the Debt Securities of any series pursuant to Section 301
of the Indenture, the Company may elect either (A) to defease and be
discharged from any and all obligations with respect to such Debt
Securities (except from the obligations to register the transfer or
exchange of such Debt Securities, to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities, to maintain an office or
agency in respect of the Debt Securities and to hold moneys for
payment in trust) ("defeasance") or (B) to be released from its
obligations with respect to such Debt Securities under Sections
501(5), 1008 and 1009 of the Indenture (being the cross-default
provision described in clause (e)
<PAGE> 11
under "Events of Default" and the restrictions described under
"Limitation Upon Secured Debt of the Company and its Significant
Subsidiaries" and "Limitation Upon Sale and Leaseback Transactions",
respectively) ("covenant defeasance"), upon the deposit with the
Trustee (or other qualifying trustee), in trust for such purpose, of
money and/or U.S. Government Obligations which through the payment of
principal and interest in accordance with their terms will provide
money in an amount sufficient to pay the principal of and any premium
and interest on such Debt Securities, and any mandatory sinking fund
or analogous payments thereon, on the scheduled due dates therefor.
In the case of defeasance, the Holders of such Debt Securities are
entitled to receive payments in respect of such Debt Securities
solely from such trust. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an
opinion of Counsel (as specified in the Indenture) to the effect that
the Holders of such Debt Securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such
defeasance or covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance or covenant
defeasance had not occurred. Such opinion, in the case of defeasance
under clause (A) above, must refer to and be based upon a ruling of
the Internal Revenue Service or a change in applicable Federal income
tax law occurring after the date of the Indenture. (Article Thirteen)
CONCERNING THE TRUSTEE
Citibank, N.A. will act as Trustee under the Indenture. Citibank is a
participating lender in the Company's line of credit with a
commitment to lend up to $17,500,000 in five-year term loans and
$52,500,000 in short-term loans. The Company also receives a variety
of other banking services from Citibank, including unconfirmed
credit lines, cash management services, foreign currency trading
arrangements, interest rate management and factoring of domestic
accounts receivable. Citibank also provides certain banking services
to the Company's foreign subsidiaries.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities through underwriters or
dealers, directly to one or more purchasers, through agents or
through a combination of any such methods of sale. Any such
underwriter or agent involved in the offer and sale of the Debt
Securities will be named in the applicable Prospectus Supplement.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated
prices.
In connection with the sale of the Debt Securities, underwriters or
agents may receive compensation from the Company or from purchasers
of the Debt Securities, for whom they may act as agents, in the form
of discounts, concessions or commissions. Underwriters may sell the
Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom
they may act as agents. Underwriters, dealers and agents that
participate in the distribution of the Debt Securities may be deemed
to be underwriters under the Securities Act, and any discounts or
commissions they receive from the Company and any profit on the sale
of the Debt Securities they realize may be deemed to be underwriting
discounts and commissions
<PAGE> 12
under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will
be described, in the applicable Prospectus Supplement.
Any Debt Securities sold pursuant to a Prospectus Supplement will be
a new issue of securities with no established trading market. It is
possible that one or more underwriters may make a market in a series
of Debt Securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. Therefore,
no assurance can be given as to the liquidity of the trading market
for the Debt Securities. Any Common Stock issuable upon exchange or
conversion of any Debt Securities sold pursuant to a Prospectus
Supplement will be listed on the New York Stock Exchange, subject to
official notice of issuance.
Underwriters participating in the offering of the Debt Securities may
purchase and sell Debt Securities in the open market. These
transactions may include overallotment and stabilizing transactions
and purchases to cover short positions created by such underwriters
in connection with the offering. Such underwriters may also impose a
penalty bid, whereby selling concessions allowed to broker-dealers in
respect of the Debt Securities sold in the offering may be reclaimed
by such underwriters if such Debt Securities are repurchased by the
underwriters in stabilizing transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Debt
Securities, which may be higher than the price that might otherwise
prevail in the open market; and these activities, if commenced, may
be discontinued at any time.
Under agreements into which the Company may enter, underwriters,
dealers and agents who participate in the distribution of the Debt
Securities may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act,
or be entitled to contribution with respect to any payments which the
underwriters, dealers or agents may be required to make in respect of
such liabilities.
Underwriters, dealers and agents may engage in transactions with, or
perform other services for, the Company in the ordinary course of
business.
In order to comply with the securities laws of certain states, if
applicable, the Debt Securities will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition,
in certain states the Debt Securities may not be sold unless they
have been registered or qualified for sale in the applicable state or
an exemption from the registration or qualification requirement is
available and is complied with.
EXPERTS
The financial statements and financial statement schedules
incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the year ended December 28, 1996 have been so
incorporated in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
VALIDITY OF DEBT SECURITIES
Certain legal matters in connection with the Debt Securities issued
by the Company and any
<PAGE> 13
Common Stock into which may be issuable upon the exchange or
conversion of any such Debt Securities will be passed upon for the
Company by Robert B. Stiles, Senior Vice President and General
Counsel of the Company. Mr. Stiles owns approximately [3,926] shares
of the Company's Common Stock and also has exercisable options to
purchase an additional 19,691 shares of the Company's Common Stock.
Pursuant to its By-laws, the Company is required to indemnify Mr.
Stiles to the fullest extent permitted by New York law against any
expenses actually and reasonably incurred by him in connection with
any action, suit or proceeding in which he is made party by reason of
his being an officer of the Company. The Company also maintains
directors' and officers' liability insurance under which Mr. Stiles
is insured against certain expenses and liabilities.
<PAGE>
Bausch & Lomb
Incorporated
Debt Securities
Prospectus
February , 1998
No dealer, salesperson or other individual has been authorized to
give any information or make any representations not contained in
this Prospectus in connection with the offering covered by this
Prospectus. If given or made, such information or representations
must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Common Stock in any jurisdiction
where, or to any person to whom, it is unlawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in the facts set forth
in this Prospectus or in the affairs of the Company since the date
hereof.
SUMMARY
TABLE OF CONTENTS
Page
Additional Information
Documents Incorporated by Reference
The Company
Use of Proceeds
Description of Debt Securities
Plan of Distribution
Experts
Legal Matters
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table is an itemized listing of expenses to be incurred
by the Company in connection with the issuance and distribution of
the Debt Securities being registered hereby, other than discounts and
commissions:
SEC Registration Fee $147,500.00
NYSE Listing Fee *
Printing and Engraving Costs 10,000.00
Legal Fees and Expenses 50,000.00
Accounting Fees and Expenses 35,000.00
Trustees' Fees 35,000.00
Blue Sky Fees and Expenses 10,000.00
Miscellaneous 5,000.00
Total $292,500.00
*Estimate
Item 15. Indemnification of Directors and Officers
The New York Business Corporation Law ("BCL") provides that directors
and officers of a New York corporation may be indemnified under
certain circumstances against judgments, fines, amounts paid in
settlement and reasonable expenses actually and necessarily incurred
by them in disposing of actions to which they are a party or are
threatened to be made a party by reason of acting as directors or
officers if such persons acted in good faith in a manner which they
reasonably believed to be in the best interests of the corporation,
and, in the case of criminal proceedings, had no reasonable cause to
believe that their conduct was unlawful. The By-laws of the Company
provide for indemnification of directors and officers to the fullest
extent permitted by law, including payment of expenses in advance of
resolution of any such matter. The Company's restated certificate of
incorporation, as amended, eliminates the potential personal monetary
liability of the Company's directors to the Company or its
shareholders for breaches of their duties as directors except as
otherwise required under the BCL.
The Company has purchased insurance under a policy that insures both
the Company and its officers and directors against exposure and
liability normally insured against under such policies, including
exposure on the indemnities described above. The BCL expressly
permits New York corporations to purchase such insurance.
<PAGE> II-3
Item 16. Exhibits
Number Description
4 Form of Indenture, dated as of September 1, 1991,
between Bausch & Lomb Incorporated and Citibank, N.A.,
as Trustee
5.1 Opinion of Robert B. Stiles, Senior Vice President and
General Counsel of the Company, regarding the legality
of the Debt Securities and Common Stock being registered
24.1 Consent of Robert B. Stiles, Senior Vice President and
General Counsel of the Company (included as part of
Exhibit 5)
24.2 Consent of Price Waterhouse LLP
25 Power of Attorney (included on signature page)
26 Form T-1 Statement of Eligibility and Qualification
under Trust Indenture Act of 1939 of Citibank, N.A., as
Trustee
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10 (a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the registration
statement;
<PAGE> II-4
provided, however, that paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rochester, New
York, on the 29th day of January, 1998.
BAUSCH & LOMB INCORPORATED
By:_______________________
Title:____________________
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints William M.
Carpenter, Stephen C. McCluski, Alan H. Resnick and Robert B. Stiles,
and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agents, and each
of them, full power and authority to do and person each and every act
and thing requisite or necessary that he might do in person.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
______________________ Director, President January 27, 1998
William M. Carpenter and Chief Executive Officer
(Principal Executive Officer)
______________________ Senior Vice President - January 27, 1998
Stephen C. McCluski Finance (Principal Financial
and Accounting Officer)
______________________ Chairman of the Board of January 27, 1998
William H. Waltrip Directors
______________________ Director January 27, 1998
Franklin E. Agnew
______________________ Director January 27, 1998
Ruth R. McMullin
<PAGE> II-6
______________________ Director January 27, 1998
Linda Johnson Rice
______________________ Director January 27, 1998
Domenico DeSole
______________________ Director January 27, 1998
Jonathan S. Linen
______________________ Director January 27, 1998
William Balderston III
______________________ Director January 27, 1998
Kenneth L. Wolfe
______________________ Director January 27, 1998
John R. Purcell
______________________ Director January 27, 1998
Alvin W. Trivelpiece
Ph.D.
<PAGE> II-7
Exhibit Index
Number Description Location
4 Form of Indenture, dated as of Incorporated by
September 1, 1991, between Bausch & reference to
Lomb Incorporated and Citibank, N.A., Exhibit 4 to
as Trustee Registrant's
Registration
Statement on
Form S-3,
Registration
No. 33-42858.
5.1 Opinion of Robert B. Stiles, Senior Vice Included herewith
President and General Counsel of the
Company, regarding the legality of the
Debt Securities and Common Stock being
registered
24.1 Consent of Robert B. Stiles, Senior Included in
Vice President and General Counsel of Exhibit 5
the Company
24.2 Consent of Price Waterhouse LLP Included herewith
25 Power of Attorney Included on
signature page
26 Form T-1 Statement of Eligibility and Incorporated by
Qualification under Trust Indenture Act reference to
of 1939 of Citibank, N.A., as Trustee Exhibit 4 to
Registrant's
Registration
Statement on
Form S-3,
Registration
No. 33-42858
Exhibit 5
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2901
January 29, 1998
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2901
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of $500,000,000 aggregate
principal amount of debt securities (the "Debt Securities"),
and an indeterminate number of shares of Common Stock
("Common Stock") into which such Debt Securities may be
convertible or for which they may be exchangeable of Bausch
& Lomb Incorporated., a New York corporation (the
"Company"), I, as Senior Vice President and General Counsel
of the Company, or attorneys under my general supervision,
have examined such corporate records, certificates and other
documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my
opinion:
1. The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the
state of New York.
2. When the Registration Statement has become effective
under the Act, the terms of the Debt Securities and of their
issue and sale have been duly established in conformity with
the Indenture, dated as of September 1, 1991, between Bausch
& Lomb Incorporated and Citibank, N.A., as Trustee, and any
supplemental indenture thereto relating to the Debt
Securities, and the Debt Securities have been duly executed
and authenticated in accordance with such Indenture and
issued and sold as contemplated in the Registration
Statement, the Debt Securities will constitute valid and
binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium,
and similar laws of general applicability relating to or
affecting creditors' rights and to the applicability of
general equitable principles.
3. When the Registration Statement has become effective
under the Act, the terms of any Common Stock issuable upon
exchange or conversion of the Debt Securities and of their
issue and sale have been duly established in conformity with
the Indenture, dated as of September 1, 1991, between Bausch
& Lomb Incorporated and Citibank, N.A., as Trustee, and any
supplemental indenture thereto relating to the Debt
Securities, and the Debt Securities have been duly converted
or exchanged in accordance with such Indenture and their
terms for Common Stock and the Common Stock has been issued
as contemplated therein, the Common Stock will be duly and
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me
under the heading "Validity of Debt Securities" in the
Prospectus.
Very truly yours,
/s/ Robert B. Stiles
Senior Vice President and
General Counsel of
Bausch & Lomb Incorporated
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated January 24, 1997, which appears in the 1996 Annual Report to
Shareholders of Bausch & Lomb Incorporated, which is incorporated
by reference in Bausch & Lomb Incorporated's Annual Report on Form 10-K
for the year ended December 28, 1996. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule in such
Annual Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- ----------------------------
PRICE WATERHOUSE LLP
Rochester, New York
January 28, 1998
