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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. 6
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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<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$723,195,855 $ 144,640
* Based on the offer to purchase all of the outstanding shares of common
stock of Wesley Jessen at a purchase price of $35.55 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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<PAGE>
This Amendment No. 6 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"), upon the
terms and subject to the conditions set forth in the Offer to Purchase and in
the Letter of Transmittal, dated April 3, 2000 (the "Offer to Purchase"), and
any amendments or supplements thereto filed previously, hereby or hereafter.
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 May 8, 2000, Bausch & Lomb and Purchaser increased the
purchase price in the Offer from $34.00 to $35.55 per Share, net to the seller
in cash, without interest.
Also on May 8, 2000, Bausch & Lomb extended the Offer through 6:00
p.m., Eastern time, on Wednesday, May 31, 2000. Accordingly, the term
"Expiration Date" means 6:00 p.m., Eastern time, on Wednesday, May 31, 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.
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 May 8, 2000, Mr. Carpenter sent Mr. Ryan a letter stating that
(a) Bausch & Lomb and Purchaser were increasing the purchase price to be paid in
the Offer and extending the Offer, (b) the improved offer is Bausch & Lomb's
best and final offer and (c) if, by May 31, 2000, Wesley Jessen has not entered
into negotiations with Bausch & Lomb, or if less than a majority of the Shares
have been tendered into the Offer, Bausch & Lomb and Purchaser intend to permit
the Offer to expire on that date.
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<PAGE>
A copy of the press release containing the letter is filed as
Exhibit (a)(12) hereto and is incorporated herein by reference.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(12): Press release issued by Bausch & Lomb, dated May 8,
2000.
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<PAGE>
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: May 8, 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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<PAGE>
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.
(a)(12) Text of press release issued by Bausch & Lomb, dated
May 8, 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 MAKES "BEST AND FINAL" OFFER FOR WESLEY JESSEN
o BAUSCH & LOMB SENDS LETTER TO WESLEY JESSEN INCREASING ITS OFFER TO
$35.55 PER SHARE IN CASH
o TENDER OFFER EXPIRATION DATE EXTENDED TO MAY 31, 2000
FOR RELEASE MONDAY, MAY 8, 2000
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ROCHESTER, N.Y. - Bausch & Lomb Incorporated (NYSE: BOL) today announced
that it has made its "best and final" offer to purchase Wesley Jessen
VisionCare, Inc. (Nasdaq: WJCO). In a letter to Wesley Jessen's Chairman,
President and Chief Executive Officer Kevin Ryan, Bausch & Lomb Chairman and
Chief Executive Officer William M. Carpenter formally increased the offer to
purchase all of the outstanding shares of Wesley Jessen to $35.55 per share in
cash. (The full text of the letter is attached.) This best and final offer
represents a premium of 55 percent over Wesley Jessen's closing price on Monday,
March 20, 2000, immediately after the announcement of its proposed merger with
Ocular Sciences, Inc. (Nasdaq: OCLR).
Bausch & Lomb is extending its tender offer for all outstanding shares of
common stock of Wesley Jessen (and associated preferred share purchase rights)
from the prior expiration date of midnight Eastern time on Friday, May 12, 2000,
to 6:00 PM Eastern time on Wednesday, May 31, 2000. Accordingly, the tender
offer and withdrawal rights will expire at 6:00 PM Eastern time on Wednesday,
May 31, 2000, unless Bausch & Lomb further extends the tender offer. As of 3:00
PM Eastern time on Monday, May 8, 2000, approximately 22,866 shares of Wesley
Jessen common stock (and associated preferred share purchase rights) had been
validly tendered and not withdrawn pursuant to the tender offer.
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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, as supplemented from time to time, and the related letter of transmittal.
Wesley Jessen stockholders should read such documents completely prior to making
any decision as to the tender offer.
UBS Warburg 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.
CF24-0500
<PAGE>
Attachment to Bausch & Lomb News Release, Monday, May 8, 2000
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LETTER FROM MR. WILLIAM M. CARPENTER TO MR. KEVIN RYAN
May 8, 2000
Mr. Kevin J. Ryan
Chairman, President and Chief Executive Officer
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Dear Kevin:
On Thursday March 23, 2000 we submitted an offer to acquire Wesley Jessen for
$34 per share. The Wesley Jessen Board of Directors rejected this offer and
asked us to conduct due diligence to determine whether we could submit an
improved, "best and final" offer. Then, on April 24th Wesley Jessen announced
that unspecified "discussions" were taking place with a "third party". No
additional information has been made available concerning these discussions
since that announcement. Despite our request for an even-handed process, we are
unable to ascertain what process, if any, Wesley Jessen is conducting in order
to maximize value to its stockholders.
Nonetheless, in order to bring closure to this matter and to let the Wesley
Jessen stockholders decide on a fully informed basis, we have determined that we
will submit a best and final proposal for the acquisition of Wesley Jessen.
Accordingly, we are increasing the price in our outstanding tender offer to
$35.55 per share.
This is our best and final price. When we spoke in early March, before you
announced the transaction with Ocular Sciences, I stated that we would offer a
cash transaction in the "high $30s" if we could work cooperatively, find further
synergies and assure the business fit. While much of what we have learned has
confirmed our strategic objectives, we have also found approximately $80 million
of unanticipated transaction costs, most of which have been imposed or made
public by Wesley Jessen since our conversations in early March:
Total Cost Cost per
($ millions) Wesley Jessen Share (1)
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Ocular Sciences Break-up Fee $25 $1.23
CEO Retention Agreement 14 0.69
New Employee Severance Agreements 26 1.28
Bain Capital Fee 7 0.34
BT Alex Brown Fee 7 0.34
Termination of Marketing Agreement 1 0.05
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Total $80 $3.93
(1) Assumes 20.3 million gross fully diluted shares outstanding
<PAGE>
May 8, 2000
Mr. Kevin J. Ryan
Page 2
We have not included in the above costs the fees of your current advisors (Bear
Stearns, Innisfree M&A Inc. and Sard Verbinnen & Co.), the fees of our advisors,
or the cost of achieving any synergies. Of course, we had assumed in our tender
price a level of costs and fees that would be customary in a transaction of this
nature, but that level will not accommodate the extraordinary costs which
apparently have been incurred or committed to by Wesley Jessen.
You have stated that you received advice from Bear Stearns that Bausch & Lomb
could pay as much as $42 per share for Wesley Jessen without incurring dilution.
Unfortunately, we believe this assessment is not analytically correct. We
believe the Bear Stearns analysis (1) did not take into account any costs
associated with the transaction and (2) did not accurately reflect the current
interest rate environment and our cost of capital. We have communicated these
shortcomings to Bear Stearns.
Given the significant additional costs of the transaction, we believe that your
stockholders will understand that this increased offer represents a full and
fair price. Our final price of $35.55 represents a 55% premium to the closing
price of the Wesley Jessen stock immediately after the announcement of your
proposed merger with Ocular Sciences. We believe our proposal is substantially
more attractive to your stockholders than the proposed no-premium merger with
Ocular Sciences. As with your proposed Ocular Sciences merger, the Hart Scott
Rodino waiting period for our Offer expired last week and it is therefore not
subject to any U.S. regulatory delays.
We believe that our proposal represents a full and fair offer and that it is in
the best interests of your stockholders. We stand ready to enter into a
definitive agreement with you and can close on a transaction promptly. Our
offer, as amended, remains subject to the conditions set forth in the Offer to
Purchase dated April 3, 2000 as well as the condition that there be no action by
Wesley Jessen, or new information concerning Wesley Jessen, that adversely
affects value.
In connection with this increase, we intend to extend our offer until 6:00pm on
May 31, 2000 to afford your stockholders ample time to understand the merits of
our proposal compared to whatever transaction may be contemplated by the
reported discussions with a third party, and to let them decide for themselves
whether to realize the immediate value reflected in our offer.
We expect that if you give your stockholders an informed choice, they will
tender into our offer. Accordingly, if, by May 31, you do not enter into
negotiations with us, or if less than a majority of the shares have been
tendered, we intend to let our offer expire on that date.
We look forward to hearing from you.
Sincerely,
William M. Carpenter
Chairman and Chief Executive Officer
Bausch & Lomb Incorporated
