SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of The
Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1998
OR
[ ] Transition Report Pursuant to Section 15(d) of The
Securities Exchange Act of 1934
For the transition period from_________to___________
Commission file number 1-4105
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE BAUSCH & LOMB SAVINGS PLUS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
BAUSCH & LOMB, INC.
ONE BAUSCH & LOMB PLACE
ROCHESTER, NEW YORK 14604-2701
Required Information
1) Financial Statements and Schedules (and Notes thereto)
prepared in accordance with the filing requirements of ERISA
(attached)
2) Consent of Independent Accountants to Incorporation By
Reference (attached)
Signature
The Bausch & Lomb Savings Plus Plan. Pursuant to the
requirements of the Securities Exchange Act of 1934, the Employee
Benefits Administration Committee of Bausch & Lomb Incorporated
has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
The Bausch & Lomb Savings Plus Plan
Name of Plan
Date: June 23, 1999
By:
Alan H. Resnick, Plan Administrator
The Bausch & Lomb
SAVINGS PLUS PLAN
Financial Statements and
Supplemental Schedules
December 31, 1998 and 1997
The Bausch & Lomb Savings Plus Plan
Index to Financial Statements and Schedules
PAGE
Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits, with
Fund Information 3-4
as of December 31, 1998 and 1997
Statements of Changes in Net Assets Available for
Benefits, with Fund Information 5-6
for the Year Ended December 31, 1998
Notes to Financial Statements 7-10
Supplemental Schedules:*
Schedule - Schedule of Assets Held for Investment
I Purposes at December 31, 1998
Schedule - Schedule of Reportable Transactions
II for the Plan Year Ended December 31,
1998
* Other schedules required by Section 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
Report of Independent Accountants
May 21, 1999
To the Participants and Administrator of
The Bausch & Lomb
Savings Plus Plan
In our report dated July 31, 1998, we were unable to, and did
not, express an opinion on the 1997 financial statements because,
at the instruction of the plan administrator, we did not perform
any auditing procedures with respect to the information
summarized in Note 5. In conjunction with our audit of the 1998
financial statements, the plan administrator instructed us to
perform, and we did perform, an audit of the 1997 financial
statements in accordance with generally accepted auditing
standards. Accordingly, we are now able to express an opinion on
the 1997 financial statements.
In our opinion, the accompanying statements of net assets
available for benefits and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of The Bausch &
Lomb Savings Plus Plan (the "Plan") at December 31, 1998 and
1997, and the changes in net assets available for benefits for
the year ended December 31, 1998 in conformity with generally
accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The fund information in the statements of net assets
available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for benefits of each
fund. These supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Net Assets Available for Benefits, with Fund Information
Page 1 of 2
Fund Information at December 31, 1998
Participant Directed
S&P 500 B&L
Equity Balanced Income Index Growth Stock
Assets Fund Fund Fund Fund Fund Fund
Investments at
fair value:
Mutual funds 63,544,672 32,632,813 34,021,486 25,967,104
Loans receivable
from participants
Bausch & Lomb
Incorporated
common stock 86,062,080
Short-term
investments 7,104,420 70
Investments at
conract value:
Metropolitan Life
Insurance Company 7,393,157
Bernstein
Monumental
Investment
Contract 23,064,457
Clover Capital
Monumental
Investment
Contract 22,474,575
MAS Monumental
Investment 9,663,983
Contract
Total
investments 63,544,672 32,632,813 69,700,592 34,021,486 25,967,104 86,062,150
Receivables:
Accrued interest
and dividends 31,292 2,034,753 375,749
Securities sold 150,036
Total
receivables - - 31,292 - 2,034,753 525,785
Total assets 63,544,672 32,632,813 69,731,884 34,021,486 28,001,857 86,587,935
Liabilities
Due to Plan
sponsor 500,000
Total - - 500,000 - - -
liabilities
Net assets
<S> <C> <C> <C> <C> <C> <C>
available for
benefits 63,544,672 32,632,813 69,231,884 34,021,486 28,001,857 86,587,935
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Net Assets Available for Benefits, with Fund Information
Page 2 of 2
Fund Information at December 31, 1998
Participant Directed
Loan
Asssets Fund Total
Investments at
fair value:
Mutual funds 156,166,075
Loans receivable
from
<S> <C> <C>
participants 10,402,825 10,402,825
Bausch & Lomb
Incorporated
common Stock 86,062,080
Short-term
investments 7,104,490
Investments at
conract value:
Metropolitan Life
Insurance Company 7,393,157
Bernstein
Monumental
Investment
Contract 23,064,457
Clover Capital
Monumental
Investment
Contract 22,474,575
MAS Monumental
Investment
Contract 9,663,983
Total
investments 10,402,825 322,331,642
Receivables:
Accrued interest
and dividends 2,441,794
Securities sold 150,036
Total
receivables - 2,591,830
Total assets 10,402,825 324,923,472
Liabilities
Due to Plan
sponsor 500,000
Total
liabilities - 500,000
Net assets
available
for benefits 10,402,825 324,423,472
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Net Assets Available for Benefits, with Fund Information
Page 1 of 2
Fund Information at December 31, 1997
Participant Directed
S&P 500 B&L
Equity Balanced Income Index Growth Stock
Assets Fund Fund Fund Fund Fund Fund
Investments at
fair value:
Mutual funds 61,181,591 28,680,043 22,118,819 20,822,530
Loans receivable
from
participants
Bausch & Lomb
Incorporated
common stock 57,126,332
Short-term
investments 3,531,238 349,097
Investments at
Conract value:
Metropolitan Life
Insurance Company 6,915,406
Bernstein
Monumental
Investment
Contract 21,592,093
Clover Capital
Commonwealth
Investment
Contract 21,246,525
MAS Commonwealth
Investment
Contract 10,053,098
Citibank SAVER
Bank
Investment
Contract 3,354,532
<S> <C> <C> <C> <C> <C> <C>
Total
investments 61,181,591 28,680,043 66,692,892 22,118,819 20,822,530 57,475,429
Accrued interest
and dividends
receivable 21,269 376,347
Net assets
available
for benefits 61,181,591 28,680,043 66,714,161 22,118,819 20,822,530 57,851,776
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Net Assets Available for Benefits, with Fund Information
Page 2 of 2
Fund Information at December 31, 1998
Participant Directed
Loan
Assets Fund Total
fair value:
Mutual funds 132,802,983
Loan receivable
from
participants 10,577,589 10,577,589
Bausch & Lomb
Incorporated
common stock 57,126,332
Short-term
investments 3,880,335
Investments at
Conract value:
Metropolitan Life
Insurance Company 6,915,406
Bernstein
Monumental
Investment
Contract 21,592,093
Clover Capital
Commonwealth
Investment
Contract 21,246,525
MAS Commonwealth
Investment
Contract 10,053,098
Citibank SAVER
Bank
Investment
Contract 3,354,532
Total
investments 10,577,589 267,548,893
Accrued interest
and dividends
receivable 397,626
Net assets
available
<S> <C> <C>
for benefits 10,577,589 267,946,509
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Page 1 of 2
Fund Information at December 31, 1998
Participant Directed
S&P 500 B&L
Equity Balanced Income Index Growth Stock
Additions to net Fund Fund Fund Fund Fund Fund
assets attributed
to:
Contributions -
<S> <C> <C> <C> <C> <C> <C>
Employee 4,473,145 2,739,471 4,073,667 4,071,312 3,511,567 272,541
Employer 6,089,166
Total
contributions 4,473,145 2,739,471 4,073,667 4,071,312 3,511,567 6,361,707
Investment income -
Interest/dividends 3,666,737 3,309,690 4,123,404 631,535 2,070,805 1,498,992
Net
appreciation
in fair value
of investments 3,452,895 1,417,614 6,338,933 4,456,534 29,522,176
Total
investment
income 7,119,632 4,727,304 4,123,404 6,970,468 6,527,339 31,021,168
Total
additions 11,592,777 7,466,775 8,197,071 11,041,780 10,038,906 37,382,875
Deductions from
net assets
attributed to:
Benefits paid to
and withdrawals
by participants 5,299,773 2,508,911 9,406,114 2,556,801 2,398,851 6,609,733
Total
deductions 5,299,773 2,508,911 9,406,114 2,556,801 2,398,851 6,609,733
Net increase
(decrease)
prior to
transfers 6,293,004 4,957,864 (1,209,043) 8,484,979 7,640,055 30,773,142
Transfers, net (3,929,923)(1,005,094) 3,726,766 3,417,688 (460,728) (2,036,983)
Net increase
(decrease) 2,363,081 3,952,770 2,517,723 11,902,667 7,179,327 28,736,159
Net assets
available
for benefits:
Beginning of year 61,181,591 28,680,043 66,714,161 22,118,819 20,822,530 57,851,776
End of year 63,544,672 32,632,813 69,231,884 34,021,486 28,001,857 86,587,935
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Page 2 of 2
Fund Information at December 31, 1998
Participant Directed
Loan
Fund Total
Additions to net
Assets attributed
to:
Contributions -
Employee 19,141,703
Employer 6,089,166
Total
contributions 25,230,869
<S> <C> <C>
Investment income - 863,202 16,164,365
Interest/dividends
Net appreciation
in fair value
of investments 45,188,152
Total
investment
income 863,202 61,352,517
Total
additions 863,202 86,583,386
Deductions from
net assets
attributed to:
Benefits paid to
and withdrawals
by participants 1,326,240 30,106,423
Total
deductions 1,326,240 30,106,423
Net increase
(decrease)prior
to transfers (463,038) 56,476,963
Transfers, net 288,274 -
Net increase
(decrease) (174,764) 56,476,963
Net assets
available
for benefits:
Beginning of year 10,577,589 267,946,509
End of year 10,402,825 324,423,472
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Page 1 of 2
Fund Information at December 31, 1997
Participant Directed
S&P 500 B&L
Equity Balanced Income Index Growth Stock
Fund Fund Fund Fund Fund Fund
Additions to net
Assets attributed
to:
Contributions -
<S> <C> <C> <C> <C> <C> <C>
Employee 3,617,605 2,388,487 4,684,101 2,355,354 2,810,462 14,811
Employer 5,834,007
Total
contributions 3,617,605 2,388,487 4,684,101 2,355,354 2,810,462 5,848,818
Investment income -
Interest/dividends 3,413,393 2,325,896 4,647,793 439,496 1,977,213 1,522,803
Net appreciation
in fair value
of investments 11,016,626 3,010,016 4,163,317 1,892,600 6,652,406
Total
investment
income 14,430,019 5,335,912 4,647,793 4,602,813 3,869,813 8,175,209
Total
additions 18,047,624 7,724,399 9,331,894 6,958,167 6,680,275 14,024,027
Deductions from
net assets
attributed to:
Benefits paid to
and withdrawals
by participants 5,647,188 3,099,056 7,738,435 1,587,199 2,864,873 5,793,126
Total
deductions 5,647,188 3,099,056 7,738,435 1,587,199 2,864,873 5,793,126
Net increase
(decrease) prior
to transfers 12,400,436 4,625,343 1,593,459 5,370,968 3,815,402 8,230,901
Transfers, net 113,570 (390,663)(4,339,612) 5,423,838 583,167 (1,336,020)
Net increase
(decrease) 12,514,006 4,234,680 (2,746,153) 10,794,806 4,398,569 6,894,881
Net assets
available
for benefits:
Beginning of year 48,667,585 24,445,363 69,460,314 11,324,013 16,423,961 50,956,895
End of year 61,181,591 28,680,043 66,714,161 22,118,819 20,822,530 57,851,776
</TABLE>
<TABLE>
The Bausch & Lomb Savings Plus Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Page 2 of 2
Fund Information at December 31, 1998
Participant Directed
Loan
Fund Total
Additions to net
Assets attributed to:
Contributions -
Employee 15,870,820
Employer 5,834,007
Total
contributions 21,704,827
Investment income -
<S> <C> <C>
Interest/dividends 853,889 15,180,483
Net appreciation
in fair value
of investments 26,734,965
Total
investment
income 853,889 41,915,448
Total
additions 853,889 63,620,275
Deductions from
net assets
attributed to:
Benefits paid to
and withdrawals
by participants 1,155,922 27,885,799
Total
deductions 1,155,922 27,885,799
Net increase
(decreasse)
prior to
transfers (302,033) 35,734,476
Transfers, net (54,280) -
Net increase
(decrease) (356,313) 35,734,476
Net assets
available for
benefits:
Beginning of year 10,933,902 232,212,033
End of year 10,577,589 267,946,509
The accompanying notes are an integral part of these financial statements.
</TABLE>
1. Description of Plan
The Plan is a defined contribution plan covering
substantially all employees of Bausch & Lomb Incorporated
(the Company). It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
GENERAL
The following description of The Bausch & Lomb Savings Plus
Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
Contributions
Employees may elect to participate in the Plan on their date
of hire if they are scheduled to work at least 1,000 hours
per Plan year. The allowable employee contribution ranges
from 1% to 11% of pre-tax compensation. In addition, a
participant may elect to contribute from 1% to 6% of
compensation on an after-tax basis. In no event may the
participant's rate of pre-tax savings contributions when
added to the rate of after-tax savings contributions exceed
17% of eligible compensation. Participants may also
contribute rollover contributions received in a lump sum from
another qualified defined contribution or defined benefit
retirement plan.
Employer Matching Contributions
For employees who have completed one year of eligible
service, the Company is required to contribute, from its
profits, an amount equal to 100% of the first 2% of each
participant's pre-tax savings contributions plus 50% of the
next 2% of each participant's pre-tax savings contributions.
Company contributions are invested in Bausch & Lomb
Incorporated common stock.
Participants' Accounts
Individual accounts are maintained for each Plan participant
to reflect the participant's contributions and related
matching contribution. Income and loss is allocated to the
participants' accounts based on the ratio of the account
balance of the individual participant to the aggregate of all
account balances of all participants in the fund within the
Plan. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested
account.
Investment Options
Upon enrollment in the Plan, participants may direct employee
contributions, in whole percentage increments, to any of the
following six investment options.
Equity Fund Employee contributions are directed
to the Fidelity Equity Income Fund,
which invests in both stocks and
bonds. At any given point in time,
at least 65% of the fund's total
assets will be held in stock.
Balanced Fund Employee contributions are directed
to the Fidelity Puritan Fund, which
has the objective of high income with
preservation of capital. The fund
invests in a broadly diversified
portfolio of high-yielding equity and
debt securities.
Income Fund Seeks a stable return with the
preservation and conservation of
capital as the primary objective.
The portfolio may purchase high-
quality, short- and long-term
guaranteed investment contracts
(GICs), bank investment contracts
(BICs), short-term money market
instruments, and "synthetic" GICs.
S&P 500 Index Fund Employee contributions are directed
to the Fidelity Spartan U.S. Equity
Index Fund which seeks a total return
which corresponds to that of the
Standard & Poor's 500 Index.
Growth Fund Employee contributions are directed
to the Fidelity Contra Fund, the goal
of which is capital appreciation.
B&L Stock Fund Funds are invested in common stock of
Bausch & Lomb, Incorporated, the
securities of the employer.
Loans
Plan participants may borrow from that portion of their
account balance attributable to their pre-tax savings
contributions and Company contributions. Participants may
borrow up to one-half of their vested total in the pre-tax
savings contributions and Company contributions, not to
exceed $50,000. Participants' loans are secured by their
account balances. The interest rate on such loans is
determined by the Employee Benefits Administration Committee
based on prevailing market interest rates at the time the
loan is approved. For loans taken during 1998 and 1997, the
interest rate charged was one percent over the published
prime interest rate on the 25th of each month prior to the
application (7.75% and 8.50% at December 31, 1998 and 1997,
respectively).
Vesting
All active Plan participants are 100% vested in their
contributions, as well as in all employer-matching
contributions.
Benefits
On termination of service due to death, disability, or
retirement, a participant may elect to receive a lump sum
payment or life annuity. For payment of benefits due to
other reasons, a participant may receive the value of the
interest in his or her account as a lump-sum distribution. A
participant may withdraw from his or her after-tax savings
account prior to termination of employment subject to Plan
provisions.
Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of Plan
termination, participant accounts will remain 100% vested.
Administrator
The Plan is administered by the Employee Benefits
Administration Committee which is appointed by the Board of
Directors of the Company.
Reclassifications
Certain 1997 amounts have been reclassified to conform with
the current year presentation.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are recorded on the
accrual basis of accounting. Benefits are recorded when
paid.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Investments
The Plan invests in mutual funds and common stocks which are
presented at fair value based on quoted market prices. The
Plan's investments also consist of a guaranteed investment
contract in a pooled separate account at Metropolitan Life
Insurance Company (Met Life) which is stated at contract
value. Contract value is equal to cost plus accrued interest
which approximates fair value because the contract is fully
benefit responsive. The average yield on the contract at
December 31, 1998 and 1997 was 6.68% and 6.61%, respectively.
The crediting rate was 6.4% and 6.9% at December 31, 1998 and
1997, respectively. The crediting rate is reset by Met Life
annually on December 1 based on the contract terms.
The Plan holds a synthetic investment contract with a total
contract value of $55,203,015 and $52,891,716 at December 31,
1998 and 1997, respectively. Synthetic investment contracts
represent individual assets or a portfolio of assets placed
in a trust with ownership by the Plan and a third party
which issues a wrapper contract that provides that holders can
execute transactions at contract value. Individual assets of
the synthetic contract are valued at representative quoted
market prices. The wrapper is valued as the difference
between the fair value of the assets and the contract value
of the investment contract.
The investments presented as Bernstein Commonwealth Investment
Contract, Clover Capital Commonwealth Investment Contract and
MAS Commonwealth Investment Contract at December 31, 1997 were
renamed as the Bernstein Monumental Investment Contract,
Clover Capital Monumental Investment Contract and MAS
Monumental Investment Contract, respectively, at December 31,
1998 because of the merger of Commonwealth Life Insurance
Company and Monumental Life Insurance Company during 1998.
Net Appreciation in Fair Value of Investments
The Plan presents in the statement of changes in net assets
available for benefits, with fund information, the net
appreciation in the fair value of its investments which
consists of the realized gains and losses and the unrealized
appreciation (depreciation) on those investments.
3. Federal Income Tax
The Internal Revenue Service has determined and informed the
Company by a letter dated February 21, 1995, that the Plan
and related trust as amended and restated in 1994 are
designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The plan administrator believes the Plan
is being operated in compliance with the applicable
requirements of the IRC.
4. Transactions with Related Parties
Certain employee contributions and all employer contributions
are invested in the Company's common stock and, therefore,
these transactions qualify as party-in-interest. All legal,
accounting and trustee services are provided at the expense of
the Company.
During 1998, the Company loaned the Plan $500,000 in order to
meet benefit payment requests. This was an interest-free loan
to the Plan. The Plan repaid this loan in full in January
1999.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (Nos. 2-56066, 2-85158, 33-
15439, 33-35667 and 333-18057) of Bausch & Lomb Incorporated of
our report dated May 21, 1999 appearing on page 2 of this Annual
Report of The Bausch & Lomb Savings Plus Plan on Form 11-K for
the fiscal year ended December 31, 1998.
PricewaterhouseCoopers LLP
Rochester, New York
June 21, 1999
