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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)1 OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
WESLEY JESSEN VISIONCARE, INC.
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(Name of Subject Company)
DYLAN ACQUISITION INC.
BAUSCH & LOMB INCORPORATED
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(Name of Filing Person - Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class of Securities)
951018100
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(CUSIP Number of Class of Securities)
ROBERT B. STILES
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BAUSCH & LOMB INCORPORATED
ONE BAUSCH & LOMB PLACE
ROCHESTER, NEW YORK 14604-2701
TELEPHONE: (716) 338-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
STEVEN A. COHEN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$691,664,108 $138,333
* Based on the offer to purchase all of the outstanding shares of common
stock of Wesley Jessen at a purchase price of $34.00 cash per share,
18,175,585 shares issued and outstanding, less 555,498 treasury shares,
and outstanding options with respect to 2,722,975 shares, in each case as
of March 17, 2000.
[ X ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $138,333
Form or Registration No.: Schedule TO
Filing Party: Bausch & Lomb Incorporated
Date Filed: April 3, 2000
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[ X ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule TO, as amended, originally filed with the Securities and
Exchange Commission (the "Commission") on April 3, 2000 (as previously amended
and supplemented, the "Schedule TO") by Bausch & Lomb Incorporated, a New York
corporation ("Bausch & Lomb"), and Dylan Acquisition Inc., a New York
corporation and a wholly-owned subsidiary of Bausch & Lomb (the "Purchaser").
The Schedule TO relates to the offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share, including
associated preferred share purchase rights (together, the "Shares"), of Wesley
Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), at $34.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated April 3, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal, which, as previously,
hereby or hereafter amended or supplemented, together constitute the Offer.
Copies of the Offer to Purchase and the related Letter of Transmittal are filed
with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Capitalized
terms used and not defined herein shall have the meanings assigned such terms in
the Offer to Purchase and the Schedule TO.
ITEM 4. Terms of the Transaction.
On April 25, 2000, the Offer was extended through 12:00 midnight, Eastern time,
on Friday, May 12, 2000. Accordingly, the term "Expiration Date" means 12:00
midnight, Eastern time, on Friday, May 12, 2000, unless we, in our sole
discretion, extend the period of time for which the initial offering period of
the Offer is open, in which case the term "Expiration Date" will mean the time
and date at which the initial offering period of the Offer, as so extended, will
expire. On April 25, 2000, Bausch & Lomb issued a press release announcing the
extension of the Offer as described above, a copy of which is filed as Exhibit
(a)(11) hereto and is incorporated herein by reference.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(11): Text of the press release issued by Bausch & Lomb,
dated April 25, 2000.
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SIGNATURE
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 25, 2000
DYLAN ACQUISITION INC.
By: /s/ Robert B. Stiles
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Name: Robert B. Stiles
Title: Vice President and Secretary
BAUSCH & LOMB INCORPORATED
By: /s/ Robert B. Stiles
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Name: Robert B. Stiles
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
*(a)(1) Offer to Purchase, dated April 3, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(a)(5) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
*(a)(7) Form of summary advertisement, dated April 3, 2000.
*(a)(8) Text of press release issued by Bausch & Lomb, dated
April 3, 2000.
*(a)(9) Complaint filed by Bausch & Lomb filed in the Court of
Chancery of the State of Delaware on April 3, 2000.
*(a)(10) Confidentiality Agreement between Wesley Jessen
VisionCare, Inc. and Bausch & Lomb Incorporated,
dated as of April 11, 2000.
(a)(11) Text of press release issued by Bausch & Lomb, dated
April 25, 2000.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed.
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NEWS [BAUSCH & LOMB LOGO]
ONE BAUSCH & LOMB PLACE
ROCHESTER, NY 14604-2701
For further information contact:
Holly Houston Joele Frank/ Dan Katcher
716-338-8064 office Joele Frank, Wilkinson Brimmer Katcher
800-405-5314 pager 212-355-4449
716-473-7104 home
BAUSCH & LOMB EXTENDS TENDER OFFER THROUGH MAY 12, 2000
AND SENDS LETTER TO WESLEY JESSEN CEO
FOR RELEASE TUESDAY, APRIL 25, 2000
ROCHESTER, N.Y. - Bausch & Lomb Incorporated (NYSE: BOL) today announced
that it is extending its tender offer for all outstanding shares of common stock
of Wesley Jessen VisionCare, Inc. (NASDAQ; WJCO) (and associated preferred share
purchased rights) from the prior expiration date of midnight on Friday, April
28, 2000, to midnight on Friday, May 12, 2000. Accordingly, the tender offer and
withdrawal rights will expire at 12:00 midnight, Eastern time, on May 12, 2000,
unless Bausch & Lomb further extends the tender offer. At close of business
today, approximately 13,510 shares of Wesley Jessen common stock (and associated
preferred share purchased rights) had been validly tendered and not withdrawn
pursuant to the tender offer.
Bausch & Lomb also announced that William M. Carpenter, Bausch & Lomb's
chairman and chief executive officer, today sent a letter to Kevin Ryan, Wesley
Jessen's chairman, president and chief executive officer. The full text of the
letter is attached.
The tender offer is being made through, and the foregoing is qualified in
its entirety by reference to, Bausch & Lomb's Offer to Purchase, dated April 3,
2000, and the related letter of transmittal. Wesley Jessen stockholders should
read such documents completely prior to making any decision as to the tender
offer.
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Warburg Dillon Read LLC is financial advisor to Bausch & Lomb and Dealer
Manager for the tender offer and MacKenzie Partners, Inc. is acting as
Information Agent. Wachtell, Lipton, Rosen & Katz is Bausch & Lomb's counsel.
# # #
Investor Relations Contact:
Angela Panzarella
716-338-6025 office
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This news release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of Wesley Jessen common
stock. The solicitation of offers to buy Wesley Jessen common stock is only made
pursuant to the Offer to Purchase and related materials that Bausch & Lomb has
made available to Wesley Jessen stockholders and that will be filed with the SEC
as part of the tender offer statement. Wesley Jessen stockholders are able to
obtain the tender offer statement, including the Offer to Purchase and related
materials, for free at the SEC's Web site at www.sec.gov. Wesley Jessen
stockholders are urged to carefully read those materials prior to making any
decisions with respect to the offer.
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This release contains some forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any further disclosures we make on related subjects in our 10-Q, 8-K
and 10-K reports to the SEC.
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Bausch & Lomb Incorporated is the preeminent global technology-based healthcare
company for the eye, dedicated to helping consumers SEE, LOOK and FEEL better
through innovative technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, lens-care products, ophthalmic surgical and
pharmaceutical products. The company is advantaged with some of the most
respected brands in the world starting with its name, Bausch & Lomb(R), and
including SofLens66(TM), PureVision(TM) Boston(R), ReNu(R), and Storz(R).
Founded in 1853 in Rochester, N.Y., where it continues to have its headquarters,
the company has pro-forma annual revenues of approximately $1.8 billion and
employs approximately 12,000 people in 35 countries. Bausch & Lomb products are
available in more than 100 countries around the world. Additional information
about the company can be found on Bausch & Lomb's Worldwide Web site at
http://www.bausch.com.
CF17-0400
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Attachment to Bausch & Lomb News Release, Tuesday, April 25, 2000
LETTER FROM MR. WILLIAM M. CARPENTER TO MR. KEVIN RYAN
April 25, 2000
Mr. Kevin Ryan
Chairman, President and Chief Executive Officer
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Dear Kevin:
We note the announcement yesterday that Wesley Jessen has commenced discussions
with a third party relating to a possible "transaction", and the related comment
of the CFO of Ocular Sciences, Inc. that Ocular Sciences is working with Wesley
Jessen to find a white knight to implement the proposed merger with Ocular
Sciences.
Under the procedures Wesley Jessen established two weeks ago, we have conducted
due diligence. We had been told by Wesley Jessen's advisors to submit our best
and final offer, along with a merger agreement we would be prepared to sign. We
have attempted to follow this process, only now to learn that there is
apparently no firm date for submission of best and final offers, and that
instead Wesley Jessen is "in discussions" with another party. The vagueness of
this announcement makes us wonder what order there is to this process. The
Ocular Sciences CFO's comment raises questions as to whose stockholders are
benefiting from these third party discussions.
We stand ready to submit our best and final offer. In the interest of your
stockholders, we call upon the Wesley Jessen board of directors to establish and
adhere to an orderly timetable and procedures in which Wesley Jessen commits to
require all interested parties to complete due diligence and to submit final
offers by a date certain, and apply such procedures in an even-handed manner to
all interested parties.
At the same time, we call upon the Wesley Jessen board of directors to maintain
the status quo and not take any actions that would reduce stockholder value. We
understand that Wesley Jessen may be considering further actions, such as
adopting enhanced severance plans (like the draft golden parachute plan
presented to us during due diligence, with a stated cost of approximately $50
million or $3 per share, a plan which we understand the Wesley Jessen Board has
not yet acted upon). Any such actions, or any new break-up fees agreed to in
connection with a transaction, will increase our cost to acquire control of
Wesley Jessen and will directly and negatively affect the amount Bausch & Lomb
can pay Wesley Jessen stockholders for their shares. It is incumbent on the
Wesley Jessen Board to ensure that dollars go to Wesley Jessen stockholders and
not to transaction costs.
Feel free to contact me if you would like to discuss this matter. We look
forward to hearing from you.
Sincerely,
William M. Carpenter
Chairman and Chief Executive Officer
Bausch & Lomb Incorporated
