SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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 $.01 Per Share
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(Title of Class of Securities)
951018100
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(CUSIP Number of Class of Securities)
Robert B. Stiles
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Senior Vice President and General Counsel
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701
Telephone: (716) 338-6000
(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
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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Not Applicable Not Applicable
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[ ] Check 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] 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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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 TO COMMENCE TENDER OFFER
TO ACQUIRE WESLEY JESSEN FOR $34 PER SHARE
FOR RELEASE FRIDAY, MARCH 31, 2000
ROCHESTER, N.Y. - Bausch & Lomb (NYSE: BOL) will commence a tender offer
on Monday, April 3, 2000 for all of the outstanding shares of Wesley Jessen
VisionCare, Inc. (Nasdaq: WJCO) at a price of $34 per share in cash. This price
represents a premium of 37 percent over Wesley Jessen's closing price on March
22, 2000, the day before Bausch & Lomb announced its acquisition proposal.
Following the completion of the tender offer, Bausch & Lomb intends to acquire
any shares not purchased in the offer for the same cash price paid in the tender
offer. The tender offer will not be subject to any financing contingencies.
William M. Carpenter, chairman and chief executive officer of Bausch &
Lomb, said, "We are surprised that Wesley Jessen has rejected our premium offer,
and has not talked to us. Our premium offer is full, fair and superior to the
no-premium Ocular Sciences merger. Wesley Jessen's public statements reflect
completely unrealistic expectations and a continued unwillingness to deal with
us directly. While it remains our preference to negotiate a mutually acceptable
transaction in which Wesley Jessen management would become a part of our team,
Bausch & Lomb remains committed to pursuing this transaction given the
compelling strategic and financial benefits it presents. That is why we are
prepared to take our offer directly to the Wesley Jessen shareholders - the
owners of company, who stand to benefit significantly from our proposal."
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As previously announced on March 27, 2000, Bausch & Lomb has sent notice,
pursuant to Wesley Jessen's bylaws, of its intention to nominate three
individuals as directors to the Wesley Jessen board at the upcoming Annual
Meeting of Stockholders, which is normally held in May. Bausch & Lomb intends to
solicit Wesley Jessen shareholders to support the election of its nominees.
Warburg Dillon Read LLC is financial advisor to Bausch & Lomb and Dealer
Manager for the offer and MacKenzie Partners, Inc. is acting as Information
Agent. Wachtell, Lipton, Rosen & Katz is the company's counsel.
# # #
CF140300
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, and is not a solicitation of a proxy. The solicitation of offers to buy
Wesley Jessen common stock will only be made pursuant to the offer to purchase
and related materials that Bausch & Lomb will be sending to Wesley Jessen
stockholders shortly, and that will be filed with the SEC as part of the tender
offer statement. Wesley Jessen stockholders will be 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.
Bausch & Lomb intends to make a preliminary filing with the SEC of proxy
materials to be used to solicit proxies for the election of its nominees at
Wesley Jessen's 2000 annual meeting of stockholders. Bausch & Lomb and certain
other persons may be soliciting proxies from Wesley Jessen stockholders by
various means. Information concerning the participants in the solicitation is
set forth in the Bausch & Lomb press release dated March 27, 2000 filed under
cover of Schedule 14A (Soliciting Material under Rule 14a-12) by Bausch & Lomb
with the SEC on March 28, 2000.
Bausch & Lomb strongly advises all Wesley Jessen stockholders to read the proxy
statement and the tender offer statement when they are available because they
contain important information. Such documents may be obtained at no charge from
Bausch & Lomb through the company's Web site or by directing a request to:
Bausch & Lomb Incorporated, One Bausch & Lomb Place, Rochester, New York
14604-2701, Attn: Investor Relations; telephone: (888) 884-8702 or (716)
338-5757, or from the Information Agent for the offer, MacKenzie Partners, at
156 Fifth Avenue, New York, NY 10010, telephone: 212-929-5500. In addition,
stockholders are advised to consult any further disclosures Bausch & Lomb may
make on related subjects in its 10-Q, 8-K and 10-K reports to the SEC.
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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.
