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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. 3
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
$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. 3 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.
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ITEM 5. Past Contracts, Transactions, Negotiations and Agreements.
Section 10 ("Background of the Offer; Contacts with Wesley Jessen")
of the Offer to Purchase is hereby amended by adding the following to the end of
such Section:
On April 25, 2000, Mr. Carpenter sent the following letter to Mr. 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
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ITEM 11. Additional Information.
The following is hereby added to the end of the subsection entitled
"Antitrust" under Section 15 ("Legal Matters; Required Regulatory Approvals") of
the Offer to Purchase:
Bausch & Lomb filed a Premerger Notification and Report Form under
the HSR Act with the Federal Trade Commission and the Antitrust Division in
connection with the purchase of Shares in the Offer and the Merger on April 18,
2000.
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SIGNATURE
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
(d) None.
(g) None.
(h) Not applicable
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* Previously filed.
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