SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or Rule 14a-12
WESLEY JESSEN VISIONCARE, INC.
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(Name of Registrant as Specified in Its Charter)
BAUSCH & LOMB INCORPORATED
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of the transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary material.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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PRELIMINARY COPY
SUBJECT TO COMPLETION
MAY 19, 2000
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PROXY STATEMENT
OF
BAUSCH & LOMB INCORPORATED
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INTRODUCTORY NOTE
This proxy statement relates to the solicitation of proxies by
Bausch & Lomb with respect to the Annual Meeting of Shareholders of Wesley
Jessen Visioncare, Inc. which is to be held on Friday, June 23, 2000, at 10:00
a.m. (Central time) at the Rosemont Suites Hotel, 5500 North River Road,
Rosemont, Illinois 60018. At the annual meeting, three nominees of Bausch & Lomb
will stand for election to the Wesley Jessen board of directors.
On April 3, 2000, Bausch & Lomb, through Dylan Acquisition Inc.,
commenced a tender offer to acquire all outstanding shares of common stock and
associated preferred share purchase rights of Wesley Jessen at a purchase price
of $34 per share and associated right, net to the seller in cash. On May 9,
2000, Bausch & Lomb improved the price offered in the tender offer to $35.55 per
share and associated right, net to the seller in cash. Bausch & Lomb has stated
in its May 8, 2000 letter to Wesley Jessen that if, by May 31, 2000, Wesley
Jessen has not entered into negotiations with Bausch & Lomb, or if less than a
majority of shares have been tendered, Bausch & Lomb intends to let the tender
offer expire on that date and no shares will be purchased by Bausch & Lomb.
Similarly, if, by May 31, 2000, Wesley Jessen has not entered into negotiations
with Bausch & Lomb, or if less than a majority of shares have been tendered,
Bausch & Lomb intends to abandon the solicitation of proxies with respect to the
Wesley Jessen annual meeting.
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[BAUSCH & LOMB LETTERHEAD]
TO THE STOCKHOLDERS OF WESLEY JESSEN VISIONCARE, INC.:
On April 3, 2000, Bausch & Lomb Incorporated, through Dylan Acquisition
Inc., its wholly owned subsidiary, commenced an offer to acquire all outstanding
shares of Wesley Jessen VisionCare, Inc. and associated preferred stock purchase
rights, at a price of $34 per share (and associated right) in cash. On May 9,
2000, we improved the price offered in the tender offer to $35.55 per share (and
associated right) in cash. The purpose of our tender offer is to acquire control
of, and the entire equity interest in, Wesley Jessen.
Our tender offer was commenced because, even though we had indicated to
Wesley Jessen in early March that we would offer a substantial premium for the
company, on March 20, 2000, without giving us any prior notice, Wesley Jessen
announced that it had entered into an agreement to merge with Ocular Sciences,
Inc. in a no-premium transaction that is and was economically inferior to our
offer. As part of this no-premium agreement, Wesley Jessen agreed to pay Ocular
Sciences a $25 million "break-up" fee if Wesley Jessen were to terminate that
agreement to accept a superior proposal. In total, Wesley Jessen has taken
actions to impose transaction costs on companies seeking to acquire Wesley
Jessen, such as us, and thereby deprive Wesley Jessen stockholders of value, of
approximately $80 million or about $3.93 per share.
This proxy statement and the accompanying green proxy card are from Bausch
& Lomb. We are soliciting proxies from you, Wesley Jessen's stockholders, to be
used at the 2000 Annual Meeting of Stockholders of Wesley Jessen. At the annual
meeting, three class III directors of Wesley Jessen will be elected for
three-year terms expiring at the 2003 Annual Meeting of Stockholders.
We are soliciting your vote and urging you to vote for the election of our
three nominees because we believe that the current directors of Wesley Jessen
are not acting, and will not act, in your best interest. Specifically, the
Wesley Jessen board continues to endorse the Ocular Sciences merger, a
no-premium transaction, and has recommended that you not tender our superior
$35.55 per share cash offer, which represents a 55% premium over the closing
price of Wesley Jessen stock immediately before the announcement of the Ocular
Sciences agreement.
We believe that Wesley Jessen stockholders deserve a board of directors
that is responsible to them and will act in their best interests. In this proxy
statement, we are asking you to send a strong message to Wesley Jessen that you
want a board that will act in your best interest by voting down the three
incumbent directors nominated by Wesley Jessen and electing, instead, the Bausch
& Lomb nominees.
THE BAUSCH & LOMB NOMINEES ARE INDEPENDENT PERSONS WHO BELIEVE THAT IF IT
IS DETERMINED THAT BAUSCH & LOMB'S $35.55 PER SHARE CASH OFFER PROVIDES VALUE TO
YOU THAT IS SUPERIOR TO THE OCULAR SCIENCES MERGER OR ANY OTHER PROPOSAL, WESLEY
JESSEN SHOULD TAKE WHATEVER STEPS ARE POSSIBLE TO FACILITATE THE EXPEDITIOUS
CONSUMMATION OF OUR OFFER. THE BAUSCH & LOMB NOMINEES ARE NOT COMMITTED TO
EITHER THE OCULAR SCIENCES MERGER OR OUR OFFER. WE BELIEVE THAT THE BAUSCH &
LOMB NOMINEES, IF ELECTED TO THE WESLEY JESSEN BOARD, WILL, CONSISTENT WITH
THEIR FIDUCIARY DUTY TO YOU, ACT IN YOUR BEST INTEREST. IF ELECTED, THE
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BAUSCH & LOMB NOMINEES WILL COMPRISE THREE OF THE CURRENT EIGHT DIRECTORS OF
WESLEY JESSEN.
If elected to the Wesley Jessen board, we believe that the Bausch & Lomb
nominees will:
o consider the no-premium merger with Ocular Sciences,
o consider our $35.55 per share cash offer,
o consider any other proposal that they believe to be in your best
interest,
o if they find our $35.55 per share cash offer or some other proposal
to be in your best interest, withdraw their recommendation of the
Ocular Sciences merger, and
o if appropriate, take whatever steps are possible to facilitate our
$35.55 per share cash offer.
ACT NOW TO GIVE YOURSELF THE OPPORTUNITY TO RECEIVE THE HIGHEST POSSIBLE
VALUE FOR YOUR SHARES.
If you have any questions or require any assistance in executing or
delivering your proxy, please write to or call our proxy solicitors, MacKenzie
Partners, at 1-800-322-2885.
Sincerely,
WILLIAM M. CARPENTER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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PROXY STATEMENT
OF
BAUSCH & LOMB INCORPORATED
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The 2000 annual meeting of stockholders of Wesley Jessen will be held at
10:00 a.m. (Central time) on Friday, June 23, 2000 at the Rosemont Suites Hotel,
5500 North River Road, Rosemont, Illinois 60018. As used herein, "annual
meeting" includes any adjournments or postponements thereof. The record date for
determining stockholders entitled to notice of and to vote at the annual meeting
is May 1, 2000. Stockholders of record at the close of business on the record
date will be entitled to one vote at the annual meeting for each share of Wesley
Jessen common stock held on the record date. As set forth in the preliminary
proxy statement of Wesley Jessen filed with the SEC on May 18, 2000, as of the
close of business on the record date, there were 17,657,095 shares of Wesley
Jessen common stock issued and outstanding. As of the record date, Bausch & Lomb
beneficially owned an aggregate of 200 shares of Wesley Jessen common stock,
which represented less than 0.01% of the shares reported by Wesley Jessen to be
outstanding as of the record date. Bausch & Lomb intends to vote such shares for
the election of the Bausch & Lomb nominees.
This proxy statement and the green proxy card are first being furnished to
Wesley Jessen stockholders on or about May [ ], 2000. The principal executive
offices of Wesley Jessen are located at 333 East Howard Avenue, Des Plaines,
Illinois 60018-5903.
This proxy statement is neither a request for the tender of shares nor an
offer with respect thereto. The tender offer is being made only by means of our
Offer to Purchase, dated April 3, 2000, and the Supplement thereto, dated May
10, 2000, and in the related Letters of Transmittal (which, together constitute
the "Improved Offer").
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IMPORTANT
WE URGE YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GREEN ANNUAL
MEETING PROXY CARD TO VOTE FOR ELECTION OF THE BAUSCH & LOMB NOMINEES.
A VOTE FOR THE BAUSCH & LOMB NOMINEES WILL ENABLE YOU--AS THE OWNERS OF
WESLEY JESSEN--TO SEND A STRONG MESSAGE TO THE WESLEY JESSEN BOARD THAT YOU WANT
A BOARD THAT WILL ACT IN YOUR BEST INTERESTS.
YOUR VOTE IS IMPORTANT. TO VOTE FOR THE BAUSCH & LOMB NOMINEES, PLEASE DO
THE FOLLOWING:
1. PROMPTLY SIGN AND RETURN THE ENCLOSED GREEN PROXY CARD.
2. DO NOT SIGN ANY PROXY CARD SENT TO YOU BY WESLEY JESSEN MANAGEMENT.
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If your shares of Wesley Jessen common stock are held in your own name,
please sign, and mail the enclosed green proxy card today in the postage-paid
envelope provided or mail the completed card to MacKenzie Partners at the
address below.
If your shares of Wesley Jessen common stock are held in "Street-Name,"
only your bank or broker can vote on your behalf, but only upon receipt of your
specific instructions. Please sign, date and mail the enclosed instruction form
to your bank or broker today in the postage-paid envelope provided. To ensure
that your vote is effective, please contact the persons responsible for your
account and instruct them to execute the green proxy card on your behalf.
If you have already signed a proxy card sent to you by Wesley Jessen
management, you may revoke your proxy by delivering a written notice of
revocation or a later dated proxy (including our green proxy card) for the
annual meeting to Bausch & Lomb, c/o MacKenzie Partners, Inc., 156 Fifth Avenue,
New York, New York 10010, or to the Secretary of Wesley Jessen, or by voting in
person at the annual meeting. See "Proxy Procedures" below.
If you have any questions or require any assistance in executing or
delivering your proxy, please write to or call:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (Call Collect)
1-(800) 322-2885 (Call Toll-Free)
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QUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION
Q: WHO IS MAKING THE SOLICITATION?
Bausch & Lomb. We are a world leader in the development, manufacture and
marketing of healthcare products for the eye, dedicated to helping consumers
see, look, and feel better through innovative technology and design. Our core
businesses include soft and rigid gas permeable contact lenses, contact
lens-care products, products for ophthalmic surgery and pharmaceutical products.
Founded in 1853, we have annual revenues of approximately $1.8 billion and
employ approximately 12,000 people in 35 countries. Our products are available
in more than 100 countries around the world. Our headquarters are in Rochester,
New York.
Q: WHAT ARE WE ASKING YOU TO VOTE FOR?
We are asking you to replace Wesley Jessen's current class III directors with
independent directors who have indicated they will act in your best interest.
Q: WHY ARE WE SOLICITING YOUR VOTE?
We are soliciting your vote because we believe the current directors of Wesley
Jessen are not acting, and will not act, in your best interest. Specifically, we
call your attention to the fact that:
o the current Wesley Jessen board agreed to a no-premium merger with Ocular
Sciences after Bausch & Lomb indicated we would offer a substantial premium
for Wesley Jessen,
o despite the substantial premium of our initial $34.00 per share cash offer,
on April 10, 2000, the current Wesley Jessen board rejected that offer as
inadequate without making any effort to investigate or negotiate our offer,
o Wesley Jessen has taken actions to impose transaction costs on companies
seeking to acquire it such as us, thereby depriving Wesley Jessen
stockholders of value, totaling approximately $80 million (or about $3.93
per share), and
o despite the substantial premium of our improved $35.55 per share cash offer,
and the fact that NO transaction other than the no-premium Ocular
transaction has been offered to Wesley Jessen stockholders, on May 19, 2000,
the current Wesley Jessen board announced that it would recommend against
tendering into our improved offer.
Q: WHO ARE THE BAUSCH & LOMB NOMINEES?
The Bausch & Lomb nominees are William Balderston III, Joseph P. Clayton and
Charles I. Plosser. These nominees are independent persons not affiliated with
Bausch & Lomb or Wesley Jessen. They are highly qualified individuals who
believe that YOU are entitled to make a decision on whether to proceed with the
Ocular Sciences merger, accept our improved offer or take any other proposal.
Q: IF YOU ELECT THE BAUSCH & LOMB NOMINEES, ARE YOU AGREEING TO THE SALE OF
WESLEY JESSEN TO BAUSCH & LOMB?
No. The Bausch & Lomb nominees are independent persons who are not committed to
our improved offer, the no-premium Ocular Sciences merger or any other
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particular transaction. The Bausch & Lomb nominees are committed to acting in
your best interest. If elected, the Bausch & Lomb nominees will comprise three
of the current eight directors of Wesley Jessen.
Q: WHO CAN VOTE AT THE ANNUAL MEETING?
If you owned Wesley Jessen common stock on May 1, 2000, you have the right to
vote for our nominees at the annual meeting.
Q: HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE BAUSCH & LOMB NOMINEES TO
ELECT THEM?
The three nominees who receive the most votes will be elected.
Q: WHAT SHOULD YOU DO TO VOTE FOR THE BAUSCH & LOMB NOMINEES?
Sign, date and return the enclosed green proxy card today to MacKenzie Partners
in the envelope provided. In order for your vote to be valid, it must be dated.
Q: WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?
Please call MacKenzie Partners toll free at 1-800-322-2885.
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THE BAUSCH & LOMB NOMINEES
Set forth below is certain information regarding our nominees.
WILLIAM BALDERSTON III (age 72) Retired. Director of Home Properties
Business address is 28 Whitestone of New York, Inc., a real estate
Lane, Rochester, New York 14618. investment trust that owns, manages,
acquires and develops apartment
communities. Mr. Balderston held
various executive positions from 1966
until his retirement in 1993 from The
Chase Manhattan Bank, a large
commercial banking institution, and
its predecessor banks.
JOSEPH P. CLAYTON (age 50) Chief Executive Officer of Global
Business address is c/o Global Crossing North America, Inc.
Crossing North America, Inc., 180 (formerly known as Frontier
South Clinton Avenue, Rochester, New Corporation), a telecommunications
York 14646. company, since August 1997; Director
of Global Crossing Ltd., a
telecommunications company, since
September 1999; Vice Chairman of Global
Crossing Ltd. From September 1999 to
March 2, 2000. Also, President of
Frontier Corporation from June 1997 to
March 1999 and since October 1999.
Chief Operating Officer of Frontier
Corporation from June 1997 to August
1997. From April 1992 until December
1996, he was Executive Vice President,
Marketing and Sales - Americas and
Asia, of Thomson Consumer Electronics,
a leading company in the consumer
electronics industry. Mr. Clayton is
also a Director of The Good Guys, San
Francisco, California, a NASDAQ company
and a specialty retailer of consumer
electronics.
CHARLES I. PLOSSER (age 51) Mr. Plosser is Dean and Professor of
Business address is c/o William E. Economics at the W.E. Simon Graduate
Simon Graduate School of Business School of Business Administration at
Administration, University of the University of Rochester, a
Rochester, Rochester, New York 14627. leading graduate business school. He
joined the Simon School faculty in 1978
and has been Dean since 1993. He is a
Director and Board Secretary of
ViaHealth, Inc., a non-profit
organization, and a Director of RGS
Energy Group, a public gas and electric
utility.
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We have agreed to pay each of these nominees, or at his request to make a
donation to the charitable institution or organization of his choice, $10,000
and to reimburse each nominee for expenses incurred in connection with the proxy
solicitation and related matters and such person being a nominee. We have agreed
also to provide customary indemnification with respect to claims arising in
connection with the proxy solicitation or related matters or such person being a
nominee, but not in such person's capacity as a director of Wesley Jessen if
elected. If any nominee is elected, such person may also receive, as a director
of Wesley Jessen, any fees, indemnification or other consideration which may be
made available by Wesley Jessen to its directors.
REASONS FOR OUR SOLICITATION OF YOUR VOTES
Our nominees are independent persons who have indicated that they are
committed to acting in your best interest.
In contrast, we believe that the current directors of Wesley Jessen have
failed, and will continue to fail, to act in your best interest, as shown by the
following description of their recent actions.
Beginning in mid-November 1999, Wesley Jessen and its representatives
solicited Bausch & Lomb's interest in acquiring Wesley Jessen and engaged in
negotiations and due diligence meetings with Bausch & Lomb. On March 7, 2000,
Bausch & Lomb indicated that it would offer a substantial premium for Wesley
Jessen in a cash transaction if the parties could continue the collaborative
efforts.
However, on March 20, 2000, without prior notice to Bausch & Lomb, Wesley
Jessen announced that they had entered into a merger agreement with Ocular
Sciences. Wesley Jessen did not make public the full terms of this agreement
until March 29, 2000. The merger with Ocular Sciences was an at-market,
no-premium transaction. With full knowledge of Bausch & Lomb's interest in
acquiring Wesley Jessen at a substantial premium, Wesley Jessen entered into an
agreement which obligates it to pay a $25 million "break-up fee" to Ocular
Sciences if Wesley Jessen were to terminate the merger agreement in order to
accept a superior proposal. We believe that these actions were a breach of the
current Wesley Jessen board's fiduciary duties to you under Delaware law. On
March 23, 2000, we made a public proposal to buy Wesley Jessen for $34 per share
in cash, an offer representing a 37% premium over the value of the Wesley Jessen
shares after announcement of the Ocular Sciences merger. Despite the substantial
premium we were offering, the Wesley Jessen board rejected our offer as
inadequate, without making any effort to investigate or negotiate our offer.
Therefore, we decided to take our offer directly to you, and on April 3,
2000, commenced a tender offer for all outstanding shares of Wesley Jessen
common stock for $34 per share, net to the seller in cash.
Thereafter, the Wesley Jessen board authorized the commencement of
negotiations with Bausch & Lomb. Bauch & Lomb began conducting due diligence and
preparing a best and final bid. However, in the midst of this process, on April
24, 2000 Wesley Jessen announced that it had commenced "discussions" with a
"third party" concerning a possible "transaction", with the
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consent of Ocular Sciences. On the next day, Bausch & Lomb sent a letter to
Wesley Jessen calling on the Wesley Jessen board to establish and adhere to
an orderly timetable and to be evenhanded in dealing with interested parties.
Wesley Jessen responded with a letter stating that no such orderly process
had been established.
At the same time, Wesley Jessen has imposed transaction costs on companies
seeking to acquire Wesley Jessen, such as Bausch & Lomb. These costs have
diminished stockholder value. On April 10, 2000, Wesley Jessen filed its
Solicitation/Recommendation Statement on Schedule 14D-9 which revealed that,
under a new employment agreement with Wesley Jessen's Chief Executive Officer,
approximately $14 million would be payable to him in the event of a change of
control and that Bain Capital would be entitled to receive $7 million under its
arrangements with Wesley Jessen. In addition, under an agreement purportedly
executed with BT Alex Brown, that firm had demanded $7 million in the event of a
Wesley Jessen/Bausch & Lomb transaction. Moreover, a recently signed marketing
agreement would require payment of approximately $1 million upon termination.
Then, on April 28, 2000, Wesley Jessen informed Bausch & Lomb that it had
adopted a new severance plan for executives which provided potential benefits
relative to a change in control of approximately $26 million in the aggregate.
These costs, together with the Ocular Sciences breakup fee, amount to a total of
$80 million (or approximately $3.93 per share).
On May 10, 2000, we improved our offer to $35.55 per share in cash,
representing our best and final offer and a 55% premium to the closing price of
Wesley Jessen stock immediately after the announcement of the proposed Ocular
Sciences merger. We also stated in our May 8, 2000 letter to Wesley Jessen that
if, by May 31, 2000, Wesley Jessen has not entered into negotiations with us, or
if less than a majority of the shares has been tendered, we intend to let our
tender offer expire on that date without the purchase of any shares.
Despite the substantial premium of our improved offer of $35.55 per share
in cash, and the fact that no transaction other than the no-premium Ocular
transaction has been offered to Wesley Jessen stockholders, on May 19, 2000, the
current Wesley Jessen board announced that it would recommend against tendering
into our improved offer.
In order to permit Wesley Jessen stockholders to accept our improved
offer, Bausch & Lomb needs the cooperation of the Wesley Jessen board to redeem
the preferred share purchase rights and to approve the offer and a second-step
merger for purposes of Section 203 of the Delaware General Corporation Law. The
current Wesley Jessen board has shown no inclination to do so. If elected, the
Bausch & Lomb nominees will, subject to their fiduciary duties, seek to cause
the full Wesley Jessen board (1) to consider the Ocular Sciences merger, (2) to
consider our improved offer and any other proposed transaction that they believe
to be in the best interest of Wesley Jessen stockholders, (3) if they find our
$35.55 per share offer or some other proposal to be in your best interest, to
withdraw their recommendation of the Ocular Sciences merger and (4) if
appropriate, to take whatever steps are possible to permit our $35.55 per share
cash offer to proceed.
IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE
THE FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE NOT
LESS THAN $35.55 PER
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SHARE FOR ALL OF YOUR SHARES, BAUSCH & LOMB URGES YOU TO VOTE YOUR GREEN PROXY
CARD FOR EACH OF THE BAUSCH & LOMB NOMINEES.
ELECTION OF CLASS III DIRECTORS
According to publicly available information, Wesley Jessen currently has
eight directors, divided into three classes having staggered terms of three
years each. The terms of the three incumbent class III directors, Kevin J. Ryan,
Stephen G. Pagliuca and John J. O'Malley, will expire at the 2000 annual
meeting.
Bausch & Lomb proposes that the Wesley Jessen stockholders elect our three
nominees, William Balderston III, Joseph P. Clayton and Charles I. Plosser, as
the class III directors of Wesley Jessen at the annual meeting. Information
concerning their principal occupations or employment and certain other matters
is included above. Each of our nominees, if elected, would hold office until the
2003 Annual Meeting of Stockholders and until a successor has been elected and
qualified or until his earlier death, resignation or removal. Although we have
no reason to believe that any of our nominees will be unable to serve as
directors, if any one or more of our nominees shall not be available for
election, the persons named on the green proxy card have agreed to vote for the
election of such other nominees as may be proposed by Bausch & Lomb.
Directors are elected by a plurality and the three nominees who receive
the most votes will be elected. Abstentions and broker non-votes will not be
taken into account in determining the outcome of the election.
The accompanying green proxy card will be voted at the annual meeting in
accordance with your instructions on such card. You may vote FOR the election of
the Bausch & Lomb nominees as the class III directors of Wesley Jessen or
withhold authority to vote for the election of the Bausch & Lomb nominees by
marking the proper box on the green proxy card. IF NO MARKING IS MADE, YOU WILL
BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE GREEN
PROXY CARD FOR THE ELECTION OF ALL OF THE BAUSCH & LOMB NOMINEES, PROVIDED THAT
YOU HAVE SIGNED AND DATED THE PROXY CARD.
Bausch & Lomb believes that it is in your best interest to elect our
nominees at the annual meeting. Our nominees are committed to acting in YOUR
best interest.
OTHER PROPOSALS
As set forth in Wesley Jessen's proxy statement, at the annual meeting,
the stockholders will be asked to ratify the appointment of
PricewaterhouseCoopers LLP as the independent accountants of Wesley Jessen for
the fiscal year ending December 31, 2000. To be approved, this matter must
receive the affirmative vote of the majority of the shares present in person or
by proxy at the annual meeting and entitled to vote. Uninstructed shares are
entitled to vote on this matter. Therefore, abstentions and broker non-votes
have the effect of negative votes. IF NO MARKING IS MADE WITH RESPECT TO THIS
MATTER, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES
REPRESENTED BY THE GREEN PROXY CARD FOR THE RATIFICATION OF THE
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APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, PROVIDED THAT YOU HAVE SIGNED AND DATED THE PROXY CARD.
Except as set forth above, Bausch & Lomb is not aware of any proposals to
be brought before the annual meeting. Should other proposals be brought before
the annual meeting, the persons named on the green proxy card intend to abstain
from voting on such proposals unless such proposals adversely affect the
interests of Bausch & Lomb as determined by Bausch & Lomb in its sole
discretion, in which event such persons will vote on such proposals at their
discretion.
QUORUM REQUIREMENT AND VOTING PROCEDURES
The holders of a majority of the total number of outstanding shares of
Wesley Jessen common stock entitled to vote must be present in person or by
proxy to constitute the necessary quorum for any business to be transacted at
the annual meeting. For purposes of the quorum and the discussion below
regarding the vote necessary to take stockholder action, stockholders of record
who are present at the meeting in person or by proxy and who abstain, including
brokers holding customers' shares of record who cause abstentions to be recorded
at the meeting, are considered stockholders who are present and entitled to vote
and they count toward the quorum.
Brokers holding shares of record for customers generally are not entitled
to vote on certain matters unless they receive voting instructions from their
customers. As used herein, "uninstructed shares" mean shares held by a broker
who has not received instructions from its customers on such matters and the
broker has so given notice on a proxy form in accordance with industry practice
or has otherwise advised that it lacks voting authority, and "broker non-votes"
mean the votes that could have been cast on the matter in question by brokers
with respect to uninstructed shares if the brokers had received their customers'
instructions. According to Wesley Jessen's proxy statement, although there are
no controlling precedents under Delaware law regarding the treatment of broker
non-votes in certain circumstances, Wesley Jessen has historically applied the
principles set forth above.
As described above, directors are elected by a plurality and the three
nominees who receive the most votes will be elected. Abstentions and broker
non-votes will not be taken into account in determining the outcome of the
election of directors. To approve the auditors, the affirmative vote of the
majority of the shares present in person or by proxy at the annual meeting and
entitled to vote must be received. Uninstructed shares are entitled to vote on
this matter. Therefore, abstentions and broker non-votes have the effect of
negative votes.
The shares represented by all valid proxies received will be voted in the
matter specified in the proxies. Where specific choices are not indicated on the
valid proxy, the shares represented by such proxies received will be voted: (i)
for the nominees for direct named in this proxy statement and (ii) for the
ratification of the appointment of PricewaterhouseCoopers LLP as independent
certified public accountants.
In order for your views on the Bausch & Lomb nominees to be represented at
the annual meeting, please mark, sign and date the enclosed green proxy card and
return it to Bausch & Lomb, c/o MacKenzie Partners, in the enclosed envelope in
time to be voted at the annual
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meeting. Execution of the green proxy card will not affect your right to attend
the annual meeting and to vote in person. Any proxy may be revoked at any time
prior to the annual meeting by delivering a written notice of revocation or a
later dated proxy for the annual meeting, or by voting in person at the actual
meeting. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT.
Only holders of record as of the close of business on the record date will
be entitled to vote. If you were a stockholder of record on the record date, you
will retain your voting rights for the annual meeting even if you sell your
shares after the record date. ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE THE
SHARES HELD BY YOU ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES ON
THE GREEN PROXY CARD, EVEN IF YOU SELL YOUR SHARES AFTER THE RECORD DATE.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the record date, only it can vote your shares
and only upon receipt of your specific instructions. Accordingly, please contact
the person responsible for your account and instruct that person to execute on
your behalf the green proxy card.
BACKGROUND OF BAUSCH & LOMB'S IMPROVED OFFER
We believe that the actions of the current Wesley Jessen board are
indicative of a board that is not acting in the best interests of its
stockholders.
In mid-November 1999, a financial advisor representing Wesley Jessen
inquired as to Bausch & Lomb's interest in discussing a possible business
combination with Wesley Jessen. On November 30, 1999, the same financial advisor
inquired again, this time in writing, as to Bausch & Lomb's interest in a
meeting with Mr. Kevin Ryan, Chairman and Chief Executive Officer of Wesley
Jessen, to discuss possible strategic actions with Wesley Jessen. In response,
Mr. Alan Farnsworth, Vice President-Business Development of Bausch & Lomb,
contacted Mr. Ryan directly to confirm that Mr. William Carpenter, Chairman and
Chief Executive Officer of Bausch & Lomb, would be interested in meeting with
Mr. Ryan. Messrs. Carpenter and Ryan met on February 3, 2000 in Rochester, New
York. At this meeting, Messrs. Carpenter and Ryan had a general discussion about
whether to pursue discussions of a business combination, with Mr. Carpenter
stating that Bausch & Lomb required that any transaction be nondilutive to
Bausch & Lomb. They concluded that mutual interest in pursuing discussions
existed.
Thereafter, in mid-February 2000, Messrs. Carpenter and Ryan agreed to
convene a small working group to discuss potential synergies achievable in a
business combination. This small working group, consisting of Mr. Farnsworth,
Mr. Carl Sassano, President and Chief Operating Officer of Bausch & Lomb, Mr.
Efrain Rivera, Vice President and Controller of Bausch & Lomb's Global Vision
Care business, Mr. Ryan and Mr. Edward Kelley, Vice President-Finance and Chief
Financial Officer of Wesley Jessen, met on February 28, 2000 to explore
potential synergies in a possible transaction. The meeting went well, and the
group concluded that, on a preliminary basis, approximately $30 million of
annual cost savings might be achievable. Contemporaneously with this meeting,
Bausch & Lomb and Wesley Jessen entered into a confidentiality agreement.
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Bausch & Lomb considered that these preliminary discussions had gone well
and were an appropriate basis to pursue a business combination. Bausch & Lomb's
internal review led it to the conclusion that an acquisition of Wesley Jessen
would be highly desirable for both companies. A Bausch & Lomb/Wesley Jessen
combination would be pro-competitive because the combined company could offer a
broader line of products on a cost-effective basis and would, therefore, be a
stronger participant in the highly competitive global market. Moreover, because
of Bausch & Lomb's strong financial position, it would be able to offer a cash
transaction at a substantial premium without exposing Wesley Jessen to any
financing uncertainty or contingency.
Accordingly, on March 7, 2000, Mr. Carpenter called Mr. Ryan to report his
conclusion that the meeting had gone well, that there appeared to be a strong
fit between Bausch & Lomb and Wesley Jessen, and to recommend that the parties
move ahead on further due diligence and discussions of a business combination.
Mr. Carpenter stated that a business combination would need to be a cash
transaction that was nondilutive to Bausch & Lomb. He stated further that, while
Bausch & Lomb would have to "stretch" to do so, Bausch & Lomb would offer a cash
transaction in the high $30s range on a per-share basis for Wesley Jessen if the
parties could continue the collaborative efforts, find further synergies and
assure the business fit. Mr. Carpenter added that the process could be concluded
rapidly. Mr. Ryan stated that he would consider the matter, speak to his board
and get back to Mr. Carpenter.
Mr. Carpenter did not hear from Mr. Ryan again until March 13, 2000. On
March 13, Mr. Ryan asked Mr. Carpenter to confirm what Mr. Carpenter had said on
March 7, 2000, which Mr. Carpenter did. Mr. Ryan again stated he would get back
to Mr. Carpenter.
On March 20, 2000, Wesley Jessen and Ocular Sciences announced that the
two companies had entered into an agreement to combine the two companies in an
at-market, no-premium transaction. Bausch & Lomb was surprised by this
announcement because, despite the strong business fit of Bausch & Lomb with
Wesley Jessen, Wesley Jessen had apparently agreed to a transaction providing
for significantly inferior value to Wesley Jessen shareholders compared to the
transaction discussed with Bausch & Lomb and had done so without getting back to
Bausch & Lomb, completing the process with Bausch & Lomb, or informing Bausch &
Lomb that an alternative transaction was under consideration. Therefore, on
March 23, 2000, Bausch & Lomb, with the strong support of the Bausch & Lomb
board, sent the following letter to Wesley Jessen and made public release of its
interest in Wesley Jessen, including the letter. Mr. Carpenter phoned Mr. Ryan
shortly prior to the release to inform him of the letter but was unable to reach
Mr. Ryan.
March 23, 2000
Mr. Kevin Ryan
Chairman, President and Chief Executive Officer
Wesley Jessen VisionCare Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
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Dear Kevin:
As I am sure you can appreciate, we at Bausch & Lomb were surprised
and disappointed to read in the news on Monday morning that Wesley Jessen
had entered into an at-market transaction with Ocular Sciences. In light
of our discussions over the past few weeks with you and the clear
willingness we demonstrated to pay a substantial premium to the
shareholders of Wesley Jessen, we fail to understand why you would enter
into a business combination transaction without any premium to the
shareholders of Wesley Jessen, rather than a transaction with Bausch &
Lomb which not only makes greater business sense for your company but
offers vastly superior economics to your shareholders.
Based upon the persuasive business rationale for combining our
companies and on the exciting synergy opportunities presented, both of
which you and your team embraced emphatically at our meeting on February
28, 2000, we have concluded that the strategic and financial advantages of
combining our two companies are too compelling to ignore. We believe that
the interests of every Wesley Jessen constituency would be enhanced by a
transaction with Bausch & Lomb: your shareholders would obtain the best
possible price for their shares in the company, your customers would reap
the benefits of our complementary product offerings and heightened
efficiencies, and your business partners, suppliers and the communities
you support would enjoy a continued and strengthened relationship with a
stronger, dynamic and creative company, a proven global leader in the
vision care field. In addition, we have developed great respect for your
management, and believe that the management teams and employees of both of
our companies will have the opportunities and benefits associated with
being part of a larger, stronger and more diversified company.
Accordingly, Bausch & Lomb is offering to acquire Wesley Jessen in a
cash transaction in which your shareholders would receive $34 in cash for
each share they own, or approximately $600 million in total consideration.
This price represents approximately a 37% premium to Wesley Jessen's
current share price. We believe that this is a full and fair price that
fairly reflects the benefits to be obtained from a combination of our
businesses and presents a unique and compelling opportunity for the
shareholders of Wesley Jessen. We have discussed this proposal with our
Board of Directors and have their enthusiastic support.
Given Bausch & Lomb's strong financial condition, the proposed
transaction would not be subject to any financing contingencies. In
addition, we are highly confident that a Bausch & Lomb/Wesley Jessen
transaction would be pro-competitive because the combined company could
offer a broader line of products on a cost-effective basis and would
therefore be a stronger competitor in a highly competitive global market.
As a result, we strongly believe that our transaction can be completed and
the $34 per share in cash delivered to your shareholders on at least as
timely a basis as an Ocular Sciences deal.
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We are convinced that the combination of our companies would provide
the best possible transaction for you with the most attractive premium for
your shareholders. It is our strong preference to negotiate a transaction
that has the support of your Board of Directors. Given the clear
superiority of our offer to the proposed Ocular Sciences transaction, we
would like to meet with you and your advisors as soon as possible to
finalize a definitive agreement between our companies.
We are committed to bringing a mutually beneficial Bausch &
Lomb/Wesley Jessen combination to a successful conclusion and would be
willing to discuss any aspect of our proposal with you.
Sincerely,
William M. Carpenter
On March 24, 2000, Bausch & Lomb purchased 100 shares at $33.63 per share
and 100 shares at $34.13 per share through ordinary brokerage transactions on
The NASDAQ Stock Market (100 of which are held of record by and beneficially
owned by Bausch & Lomb, and 100 of which are beneficially owned by Bausch & Lomb
and held of record by Cede & Co., as nominee of The Depositary Trust Company).
On Monday, March 27, 2000, the last day on which nominees for election to
the Wesley Jessen board in 2000 could be put forward in accordance with Wesley
Jessen's bylaws, Bausch & Lomb delivered a notice to Wesley Jessen of its intent
to nominate three independent directors, William Balderston III, Joseph P.
Clayton and Charles I. Plosser, for election to the three positions on the
Wesley Jessen board to be filled at the Wesley Jessen 2000 Annual Meeting of
Stockholders. On the same date, Cede & Co., the record holder of 100 shares
beneficially owned by Bausch & Lomb, at the request of Bausch & Lomb, delivered
a similar notice to Wesley Jessen.
Also on Monday, March 27, 2000, Mr. Ryan called Mr. Carpenter. They did
not discuss the substance of Bausch & Lomb's March 23, 2000 proposal, but Mr.
Ryan informed Mr. Carpenter that he might phone Mr. Carpenter again on
Wednesday, March 29, 2000.
On Wednesday, March 29, 2000, not having heard from Mr. Ryan, Mr.
Carpenter sent the following letter to Wesley Jessen.
March 29, 2000
Board of Directors
Wesley Jessen VisionCare, Inc.
c/o Mr. Kevin Ryan
333 East Howard Avenue
Des Plaines, IL 60018-5903
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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:
I'm disappointed that I haven't heard from you today, as our
conversation on Monday had led me to expect that I would. I tried to
contact you by phone this afternoon, but was told again that you were
unavailable.
I would like to reiterate our sincere interest in entering into
meaningful discussions. We are prepared to meet with you at any time. It
is difficult to understand your continued silence. If we do not hear from
you by 10:00 a.m. (EST) on Friday, March 31, 2000 that you are prepared
immediately to begin meaningful discussions with us, you will have left us
no choice but to take our offer directly to your shareholders through a
tender offer.
Regards,
Bill
On Wednesday, March 29, 2000, Wesley Jessen filed the Ocular Sciences
merger agreement and stock option with the SEC. These filings showed that Wesley
Jessen, as part of the no-premium Ocular Sciences merger, had agreed (a) to
grant to Ocular Sciences an option to purchase shares of Wesley Jessen, designed
to impair the ability to obtain a pooling transaction with any party other than
Ocular Sciences, at any price, and (b) to pay Ocular Sciences up to $25 million
in cash in order to allow Wesley Jessen to exercise its fiduciary obligations to
permit stockholders to participate in a superior transaction. Bausch & Lomb
considered these provisions to be an irresponsible waste of Wesley Jessen
stockholder value.
On the evening of Thursday, March 30, 2000, Wesley Jessen announced that
the Wesley Jessen board had rejected Bausch & Lomb's proposal and was committed
to its no-premium merger with Ocular Sciences. Bausch & Lomb then determined to
take its superior proposal directly to Wesley Jessen shareholders through a
tender offer and issued a press release as follows:
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
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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."
On Monday, April 3, 2000, Bausch & Lomb commenced a tender offer for $34
per Wesley Jessen share (and associated right) in cash. On April 3, 2000, Bausch
& Lomb also commenced litigation against Wesley Jessen, its board of directors
and Ocular Sciences in the Court of Chancery of the State of Delaware, where
both Wesley Jessen and Ocular Sciences are incorporated. Bausch & Lomb's
complaint states that the Wesley Jessen/Ocular Sciences merger agreement was
entered into in breach of the Wesley Jessen board's fiduciary duties to act on a
fully informed basis and to advance the best interests of Wesley Jessen
shareholders. The complaint seeks injunctive relief against the Ocular Sciences
merger agreement, seeks to require the Wesley Jessen board to redeem the
preferred share purchase rights to permit shareholders to accept Bausch & Lomb's
tender offer and requests a declaration that any break-up fee Ocular Sciences
receives it holds as a constructive trustee.
On April 7, 2000, the Court of Chancery granted Bausch & Lomb's motion for
expedited proceedings. A hearing has been scheduled before the Court of Chancery
for June 29, 2000. Discovery is proceeding involving the parties and third-party
witnesses.
On April 10, 2000, Mr. Ryan telephoned Mr. Carpenter to inform him that
the Wesley Jessen board of directors had determined (a) to recommend that Wesley
Jessen stockholders reject Bausch & Lomb's tender offer and not tender their
shares pursuant to Bausch & Lomb's tender offer and (b) that there is a
reasonable likelihood that Bausch & Lomb's proposal could result in a Superior
Proposal (as defined in the Ocular Sciences merger agreement) and, therefore,
instructed management to commence discussions with Bausch & Lomb regarding its
proposal. On April 10, 2000, Wesley Jessen filed its Solicitation/Recommendation
Statement on Schedule 14D-9 in respect of Bausch & Lomb's tender offer.
On April 11, 2000, Bausch & Lomb and Wesley Jessen entered into a
confidentiality agreement. On April 13, 2000 Bausch & Lomb began conducting due
diligence with respect to Wesley Jessen.
On April 18, 2000, Bausch & Lomb filed a Premerger Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act with the Federal
Trade Commission and the Antitrust Division of the Department of Justice in
connection with the purchase of
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Wesley Jessen shares in the tender offer. The waiting period under this Act
expired on May 3, 2000.
On April 19, 2000, Ocular Sciences filed a suit against Bausch & Lomb in a
California state court claiming that the tender offer and the litigation
commenced in Delaware constituted wrongful interference with the Ocular Science
merger agreement. Bausch & Lomb has removed the California action to the United
States District Court for the Northern District of California. Bausch & Lomb
believes that the Ocular Sciences lawsuit is without merit.
On April 24, 2000, Wesley Jessen announced that it had commenced
"discussions" with a "third party" concerning a possible "transaction" involving
Wesley Jessen and that such "discussions" were being conducted with the consent
of Ocular Sciences.
In response to this announcement, 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
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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
Also on April 25, 2000, Bausch & Lomb extended its tender offer through 12:00
midnight, Eastern time, on May 12, 2000.
On April 26, 2000, Mr. Ryan sent a letter to Mr. Carpenter stating that
(a) the Wesley Jessen board had not established a process to sell Wesley Jessen,
(b) Bausch & Lomb was invited to present its best offer for Wesley Jessen and
the Wesley Jessen board would review it on a timely basis and (c) Wesley Jessen
had adopted a new severance plan for executives on terms different from those
described in Mr. Carpenter's letter.
On April 28, 2000, Wesley Jessen sent Bausch & Lomb materials relating to
the executive severance plan referenced in Mr. Ryan's April 26, 2000 letter. The
materials showed that the new severance plan provided potential benefits
relative to a change in control of approximately $26 million in the aggregate.
On May 8, 2000, Mr. Carpenter sent Mr. Ryan the following letter:
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
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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 $80 million of unanticipated transaction
costs, most of which have been imposed or made public by Wesley Jessen
since our conversations in early March:
Total Cost Cost per
($ Wesley Jessen
millions) Share(1)
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
---------------------------------
Total $80 $3.93
(1) Assumes 20.3 million gross
fully diluted shares outstanding
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
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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 6:00 p.m. 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
On May 19, 2000, Wesley Jessen announced that the Wesley Jessen board
recommends that shareholders not tender into the improved offer.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or telecopier
and in person. The participants in connection with the solicitation of proxies
pursuant to this proxy statement are listed in Schedule I. As of the date of
this communication, none of the participants in the solicitation individually
beneficially owns in excess of 1% of Bausch & Lomb's common stock (or options
with respect thereto) or in the aggregate in excess of 2% of Bausch & Lomb's
common stock (or options with respect thereto), or any shares of Wesley Jessen
common stock, except to the extent disclosed in Bausch & Lomb's definitive proxy
statement or annual report on Form 10-K filed on March 23, 2000 and March 22,
2000, respectively, with the SEC, and except that Bausch & Lomb beneficially
owns 200 shares of Wesley Jessen common stock. Except as set forth above or
below, none of the participants have a direct or indirect interest, by
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security holdings or otherwise, in the solicitation required to be described in
under Rule 14a-12 or Regulation 14A of the Securities and Exchange Act of 1934,
as amended.
Bausch & Lomb has retained MacKenzie Partners to assist in the
solicitation of proxies for the Wesley Jessen annual meeting, for which
MacKenzie Partners is to receive a fee of $_____________, together with
reimbursement for its reasonable out-of-pocket expenses. Bausch & Lomb has also
agreed to indemnify MacKenzie Partners against certain liabilities and expenses,
including liabilities and expenses under the federal securities laws. MacKenzie
Partners will solicit proxies for the annual meeting from individuals, brokers,
banks, bank nominees and other institutional holders. It is anticipated that
MacKenzie Partners will employ approximately 60 persons to solicit stockholders
for the annual meeting. MacKenzie Partners is also acting as the information
agent in connection with the tender offer, for which MacKenzie Partners will be
paid customary compensation in addition to reimbursement of reasonable
out-of-pocket expenses.
UBS Warburg LLC is acting as dealer manager in connection with the tender
offer and as Bausch & Lomb's financial advisor in connection with the
acquisition of Wesley Jessen by merger, tender offer, or otherwise. Pursuant to
the terms of UBS Warburg's engagement letter, Bausch & Lomb has agreed to pay
UBS Warburg (a) $900,000 for its services as dealer manager of Bausch & Lomb's
tender offer for all outstanding shares of Wesley Jessen common stock, which may
be offset against other fees, (b) $4,500,000 payable upon consummation of the
tender offer and the transactions contemplated thereby or a similar transaction
and (c) $1,000,000 if Bausch & Lomb's board requests and UBS Warburg agrees to
give a fairness opinion in connection with the transaction. In addition, UBS
Warburg is entitled to reimbursement for the reasonable fees and expenses
incurred by UBS Warburg and its counsel in connection with its services as
financial advisor and dealer manager to Bausch & Lomb. Bausch & Lomb has agreed
to provide UBS Warburg with customary indemnification with respect to the
engagement.
If an alternative transaction occurs for which the above fees are not
payable, Bausch & Lomb has agreed to enter into another engagement letter with
UBS Warburg specifying fees to be paid to UBS Warburg in connection with such
alternative transaction. UBS Warburg will not receive any additional fee for or
in connection with any assistance in solicitation activities by its employees.
The entire expense of soliciting proxies for the annual meeting is being
borne by Bausch & Lomb. Bausch & Lomb will not seek reimbursement for such
expenses from Wesley Jessen. Costs incidental to these solicitations of proxies
include expenditures for printing, postage, legal, accounting, public relations,
soliciting, advertising and related expenses and are expected to be
approximately $[ ] million in addition to the fees of UBS Warburg described
above. Total costs incurred to date in furtherance of or in connection with
these solicitations of proxies are approximately $____________.
OTHER INFORMATION
Bausch & Lomb is a world leader in the development, manufacture and
marketing of healthcare products for the eye. Our core businesses include soft
and rigid gas permeable contact lenses, contact lens-care products, products for
ophthalmic surgery and pharmaceutical products.
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Founded in 1853, we have annual revenues of approximately $1.8 billion and
employ approximately 12,000 people in 35 countries. Our products are available
in more than 100 countries around the world. Our headquarters are in Rochester,
New York. Dylan Acquisition Inc. is a newly-formed, wholly owned subsidiary of
Bausch & Lomb which has conducted no operations other than in connection with
the tender offer. The principal address of each of Bausch & Lomb and Purchaser
is One Bausch & Lomb Place, Rochester New York 14604-2701.
Bausch & Lomb is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance with the
Exchange Act, files reports and other documents with the SEC relating to its
business, financial condition and other matters. These reports and other
documents should be available for inspection at the public reference facilities
of the SEC at 450 Fifth Street, N.W., Washington, DC 20549, and at the regional
offices of the SEC located at Seven World Trade Center, 13th Floor, New York, NY
10048 and Citicorp Center, 500 West Madison Street, (Suite 1400), Chicago, IL
60661. Copies of Bausch & Lomb's filings with the SEC should be obtainable, by
mail, upon payment of the SEC's customary charges, by writing to the SEC's
principal office at 450 Fifth Street, N.W., Washington, DC 20549. The SEC also
maintains an Internet web site at http://www.sec.gov that should contain
electronic copies of Bausch & Lomb's filings with the SEC. Copies of Bausch &
Lomb's filings with the SEC should also be available for inspection at the
offices of the NYSE, 20 Broad Street, New York, NY 10005.
Certain information about the directors and executive officers of Bausch &
Lomb and Dylan Acquisition and certain employees and other representatives of
Bausch & Lomb and Dylan Acquisition who may also assist MacKenzie Partners in
soliciting proxies is set forth in the attached Schedule I. Schedule II sets
forth certain information relating to shares of Wesley Jessen common stock owned
by Bausch & Lomb, such individuals and the Bausch & Lomb nominees and certain
transactions between any of them and Wesley Jessen. Certain information
regarding shares held by Wesley Jessen's directors, nominees, management and 5%
stockholders is contained in the Wesley Jessen's proxy statement and is
incorporated herein by reference.
Information concerning shareholder proposals, including the deadline for
submitting shareholder proposals for Wesley Jessen's next annual meeting, can be
found in Wesley Jessen's proxy statement, dated May [__], 2000.
Bausch & Lomb assumes no responsibility for the accuracy or completeness
of any information contained herein which is based on, or incorporated by
reference to, Wesley Jessen's proxy statement or other public filings.
PLEASE INDICATE YOUR SUPPORT OF THE BAUSCH & LOMB NOMINEES AND BY
COMPLETING, SIGNING AND DATING THE ENCLOSED GREEN ANNUAL MEETING PROXY CARD AND
RETURNING IT PROMPTLY TO BAUSCH & LOMB, C/O MACKENZIE PARTNERS, INC., 156 FIFTH
AVENUE, NEW YORK, NEW YORK 10010 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
BAUSCH & LOMB INCORPORATED
_____________, 2000
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF BAUSCH & LOMB,
PURCHASER AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF BAUSCH & LOMB AND
PURCHASER
The following table sets forth the name and present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is carried on, of (1) the
directors and executive officers of Bausch & Lomb, (2) the directors and
executive officers of Purchaser and (3) certain employees and other
representatives of Bausch & Lomb or Purchaser who may participate in soliciting
proxies from Wesley Jessen stockholders. Unless otherwise indicated below, each
occupation set forth opposite each person refers to employment with Bausch &
Lomb. Unless otherwise indicated, the business address of each such person is
c/o Bausch & Lomb, Inc., One Bausch & Lomb Place, Rochester, New York
14604-2701, and each such person is a citizen of the United States of America.
Bausch & Lomb's telephone number is: (716) 338-6000.
DIRECTORS OF BAUSCH & LOMB
NAME PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR EMPLOYMENT
Franklin E. Agnew Director of The Prudential Insurance Company of
America and business consultant to private industry.
William M. Carpenter Chairman of Bausch & Lomb since January 1999; Chief
Executive Officer of Bausch & Lomb since 1997.
Ruth R. McMullin Chairperson of trustees of Eagle-Picher Personal Injury
Settlement Trust.
Linda Johnson Rice President and Chief Operating Officer of
Johnson Publishing Company since 1987.
Domenico De Sole President and Chief Executive Officer of Gucci Group N.V.,
a multibrand luxury goods company, since 1995.
Kenneth L. Wolfe Chairman and Chief Executive Officer of Hershey
Foods Corporation, a food products manufacturing firm,
since 1994. Director of the Hershey Trust Company and
Carpenter Technology Corporation.
Jonathan S. Linen Vice Chairman and member of the Office of the Chief
Executive of American Express Company, a diversified
worldwide travel and financial services company, since
1993. Chairman of the board of trustees of the National
Urban League and member of the board of governors of the
American Red Cross.
John R. Purcell Chairman and Chief Executive Officer of Grenadier
Associates Ltd., a venture banking firm, since 1989.
Director of Omnicom Group, Inc., eLoyalty Corporation and
Journal Register Company.
<PAGE>
Alvin W. Director of the Oak Ridge National Laboratory, a
Trivelpiece, Ph.D. multi-program science and energy research laboratory
managed by Lockheed Martin Energy Research Corporation for
the U.S. Department of Energy, since 1989. President of
Lockheed Martin Energy Research Corporation since 1996.
William H. Waltrip Chairman of the Board of Technology Solutions
Company, a systems integration company, since 1993.
Director of Teachers Insurance and Annuity Association and
Thomas & Betts Corporation.
EXECUTIVE OFFICERS OF BAUSCH & LOMB
NAME PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR EMPLOYMENT
William M. Carpenter Chairman and
Chief Executive Officer
Carl E. Sassano President and Chief Operating Officer
Dwain I. Hahs Senior Vice President, Global Vision Care
Daryl M. Dickson Senior Vice President, Human Resources
Hakan S. Edstrom Senior Vice President and President, Global Surgical
Stephen C. McCluski Senior Vice President, Chief Financial Officer
Thomas M. Senior Vice President, Chief Technical Officer and
Riedhammer, Ph.D. President, Global Pharmaceuticals
Robert B. Stiles Senior Vice President and General Counsel
Jurij Z. Kushner Vice President, Controller
DIRECTORS OF PURCHASER
NAME PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR EMPLOYMENT
William M. Chairman of the Board and Director. Chairman and Chief
Carpenter Executive Officer of Bausch & Lomb
Stephen C. Director. Senior Vice President, Chief Financial Officer
McCluski of Bausch & Lomb
Carl E. Sassano Director. President and Chief Operating Officer of Bausch
& Lomb
EXECUTIVE OFFICERS OF PURCHASER
<PAGE>
NAME PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR EMPLOYMENT
Carl E. Sassano President. President and Chief Operating Officer of Bausch
& Lomb
Stephen C. Vice President and Secretary. Senior Vice President, Chief
McCluski Financial Officer of Bausch & Lomb
Robert B. Stiles Vice President and Secretary. Senior Vice President and
General Counsel of Bausch & Lomb
CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF BAUSCH & LOMB WHO
MAY ALSO ASSIST IN THE SOLICITATION OF PROXIES
PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR
EMPLOYMENT (UNLESS OTHERWISE INDICATED, ALL OF THE
REPRESENTATIVES NAMED BELOW ARE EMPLOYED BY BAUSCH
NAME & LOMB)
- ----- ----------------------------------------------------
Dwain L. Hahs Senior Vice President - President - Global Vision
Care of Bausch & Lomb
Alan H. Farnsworth Vice President - Business Development
Barbara M. Kelley Vice President - Corporate Communications
Angela J. Panzarella Vice President - Investor Relations
Alan P. Dozier Vice President - North American Vision Care
Jurij Z. Kushner Vice President and Controller
Alan H. Resnick Vice President and Treasurer
Efrain Rivera Vice President & Controller - Global Vision Care
Holly Houston Director - Media Relations
Daniel Ritz Manager - Investor Relations
J. Richard Leaman, III (1) Managing Director, UBS Warburg LLC
Thierry A. Lejas (1) Executive Director, UBS Warburg LLC
Marc-Anthony Hourihan (1) Director, UBS Warburg LLC
<PAGE>
Joele Frank (2) Managing Partner, Joele Frank, Wilkinson Brimmer
Katcher
Dan Katcher (2) Partner, Joele Frank, Wilkinson Brimmer Katcher
(1) The principal business address of these individuals is: UBS Warburg LLC,
299 Park Avenue, 39th Floor, New York, NY 10171.
(2) The business address of these individuals is: Joele Frank, Wilkinson
Brimmer Katcher, 551 Madison Avenue, New York, NY 10022
<PAGE>
SCHEDULE II
SHARES HELD BY WESLEY JESSEN'S DIRECTORS AND EXECUTIVE
OFFICERS
Based on Bausch & Lomb's review of Wesley Jessen's Proxy Statement dated
May 18, 2000, to Bausch & Lomb's knowledge, the directors, director nominees and
five most highly compensated executive officers of Wesley Jessen (and the
directors and executive officers as a group) beneficially owned as of May 15,
2000, the following amounts of Wesley Jessen shares. Unless otherwise indicated,
each person or entity named below has sole voting and investment power with
respect to the number of shares set forth opposite his or its name. According to
Wesley Jessen's Proxy Statement, beneficial ownership of the shares listed in
the table has been determined in accordance with the applicable rules and
regulations promulgated under the Exchange Act.
SHARES OF COMMON STOCK
----------------------
NUMBER OF PERCENT
NAME SHARES OF CLASS
- ---- ---------- ---------
Directors and Executive Officers:
Kevin J. Ryan(1)(2)............................. 1,016,908 5.5%
Edward J. Kelley(3).............................. 171,213 *
Lawrence L. Chapoy(4)............................ 75,718 *
Daniel M. Roussel(5)............................. 167,703 *
Thomas F. Steiner(6)............................. 101,249 *
Michael A. D'Amato(7)............................ 10,667 *
Adam W. Kirsch(7)(8)............................. 106,642 *
Sol Levine(7).................................... 25,677 *
John W. Maki(7)(8)............................... 106,642 *
John J. O'Malley(7)(8)........................... 106,642 *
Stephen G. Pagliuca(7)(8)........................ 699,426 4.0%
All Directors and executive officers as a group
(16 persons)(9)................................ 2,618,182 13.4%
5% Stockholders:
Putnam Investments, Inc.(10).................... 1,526,178 8.7%
One Post Office Square
Boston, Massachusetts 02109
T. Rowe Price Associates, Inc.(11).............. 1,471,600 8.3%
100 E. Pratt Street
Baltimore, Maryland 21202
Suzanne Zak(12)................................. 1,176,190 6.7%
100 N. Sixth Street, Ste. 476A
Minneapolis, Minnesota 55403
American Express Company(13).................... 1,202,911 6.8%
200 Vesey Street
New York, New York 10285
Ocular Sciences, Inc.(14)....................... 3,506,397 19.9%
475 Eccles Avenue South
San Francisco, California 94080
<PAGE>
- ----------
* Represents less than one percent.
(1) The address of such person is c/o the Company, 333 East Howard Avenue, Des
Plaines, Illinois 60018-5903.
(2) Includes 969,850 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable prior
to May 31, 2000.
(3) Includes 126,270 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable prior
to May 31, 2000. Certain of Mr. Kelley's shares are held by an individual
retirement account for his sole benefit.
(4) Includes 60,778 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable prior
to May 31, 2000.
(5) Includes 155,140 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable prior
to May 31, 2000.
(6) Includes 94,050 shares of Common Stock that can be acquired through
currently exercisable options or options that will become exercisable prior
to May 31, 2000.
(7) Includes currently exercisable options to purchase 11,998 shares of Common
Stock issued to Messrs. Kirsch, Maki, O'Malley and Pagliuca and currently
exercisable options to purchase 10,667 shares of Common Stock issued to
Messrs. D'Amato and Levine pursuant to the Director Option Plan.
(8) Includes, with respect to Messrs. Pagliuca, Kirsch, Maki and O'Malley,
44,240 shares of Common Stock held by BCIP Associates ("BCIP") and 50,404
shares held by BCIP Trust Associates, L.P. ("BCIP Trust"), as a result of
each being a general partner of such entities. In addition, with respect to
Mr. Pagliuca, includes 276,432 shares held by Bain Capital Fund IV, L.P.
("Fund IV") and 316,352 shares held by Bain Capital Fund IV-B, L.P. ("Fund
IV-B"), as a result of Mr. Pagliuca being a Managing Director of the
general partner of such funds. Each such person disclaims beneficial
ownership of any such shares in which he does not have a pecuniary
interest. Messrs. Kirsch, Maki and O'Malley are no longer employed by Bain
Capital.
(9) Includes an aggregate of 1,725,658 shares of Common Stock that can be
acquired through currently exercisable options or options that will become
exercisable prior to May 31, 2000 held by the Directors and executive
officers of the Company.
(10) Pursuant to an Amendment to Schedule 13G filed with the Commission on
February 18, 2000: (i) Putnam Investments, Inc. ("PI") reported shared
voting power with respect to 194,100 shares and shared dispositive power
with respect to 1,526,178 shares; (ii) Putnam Investment Management, Inc.
("PIM") reported shared dispositive power with respect to 1,152,478 shares;
(iii) The Putnam Advisory Company, Inc. ("PAC") reported shared voting
power with respect to 194,100 shares and shared dispositive power with
respect to 373,700 shares; (iv) Putnam Health Services Trust ("PHST")
reported shared dispositive power with respect to 984,370 shares; and (v)
Marsh & McLennan Companies, Inc. ("MMC"), as the parent holding company of
PI, was listed as a reporting person in the Schedule 13G but did not report
beneficial ownership with respect to any shares. The address for PIM, PAC
and PHST is the same as the address for PI listed in the table above. The
address for MMC is 1166 Avenue of the Americas, New York, New York 10036.
(11) Pursuant to a Schedule 13G filed with the Commission on February 10, 2000,
T. Rowe Price Associates, Inc. reported the sole power to vote 222,400
shares and the sole power to dispose of 1,471,600 shares and T. Rowe Price
New Horizons Fund, Inc. (the "Horizons Fund") reported the sole power to
vote 1,100,000 shares. The address for the Horizons Fund is the same as the
address listed for T. Rowe Price Associates, Inc. in the table above.
(12) Pursuant to a Schedule 13G filed with the Commission on February 12, 1999:
(i) Suzanne Zak, the chief executive officer of Zak Capital, Inc. and the
managing member of the general partner of Zak Minotaur Fund, L.P., reported
the shared power to vote and to dispose of 1,176,190 shares; (ii) Zak
Capital, Inc. reported the shared power to vote and to dispose of 1,150,490
shares; and (iii) Zak Minotaur Fund, L.P. reported the shared power to vote
and to dispose of 25,700 shares. The ad-
<PAGE>
dress for Zak Capital, Inc. and Zak Minotaur Fund, L.P. is the
same as the address listed for Suzanne Zak in the table above.
(13) Pursuant to a Schedule 13G filed with the Commission on February 8, 2000,
American Express Company, in its capacity as a parent holding company, and
American Express Financial Corporation ("AEFC"), as an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
reported the shared power to vote of 754,170 shares and the shared power to
dispose of 1,202,911 shares. The address for AEFC is IDS Tower 10,
Minneapolis, Minnesota 55440.
(14) Pursuant to a Schedule 13D filed with the Commission on March 29, 2000,
Ocular Sciences, Inc. ("OSI") reported beneficial ownership of 3,506,397
shares of Common Stock as a result of OSI holding an option that is
exercisable under certain circumstances for an aggregate of 3,506,397
shares of Common Stock. The option was granted to OSI by the Company in
connection with the execution of an Agreement and Plan of Merger, dated as
of March 19, 2000, between the Company, OSI Acquisition Corp. and OSI.
<PAGE>
SCHEDULE III
SHARES OF WESLEY JESSEN HELD BY BAUSCH & LOMB AND
OTHER REPRESENTATIVES OF BAUSCH & LOMB AND CERTAIN
TRANSACTIONS BETWEEN THEM AND WESLEY JESSEN
Other than as disclosed in this proxy statement, to the knowledge of
Bausch & Lomb, none of Bausch & Lomb, any of its directors or executive
officers, any directors or executive officers of Purchaser, the employees and
other representatives of Bausch & Lomb or Purchaser named in Schedule I, or the
Bausch & Lomb nominees has any substantial interest, direct or indirect, by
security holdings or otherwise, in any matter to be acted upon at the 2000
annual meeting.
Other than as disclosed in this proxy statement, to the knowledge of
Bausch & Lomb, none of Bausch & Lomb, any of its directors or executive
officers, any directors or executive officers of Purchaser, the employees and
other representatives of Bausch & Lomb or Purchaser named in Schedule I, the
Bausch & Lomb nominees, or any associates of the foregoing persons owns
beneficially, directly or indirectly, or of record but not beneficially, any
securities of Wesley Jessen, nor has any such persons purchased or sold any
securities of Wesley Jessen within the past two years.
Other than as disclosed in this proxy statement, to the knowledge of
Bausch & Lomb, none of Bausch & Lomb, any of its directors or executive
officers, any directors or executive officers of Purchaser, the employees and
other representatives of Bausch & Lomb or Purchaser named in Schedule I, or the
Bausch & Lomb nominees owns beneficially, directly or indirectly, or of record
but not beneficially, any securities of any parent or subsidiary of Wesley
Jessen.
Other than as disclosed in this proxy statement, to the knowledge of
Bausch & Lomb, none of Bausch & Lomb, any of its directors or executive
officers, any directors or executive officers of Purchaser, the employees and
other representatives of Bausch & Lomb or Purchaser named in Schedule I, or the
Bausch & Lomb nominees is, or was within the past year, a party to any contract,
arrangement or understanding with any person with respect to any securities of
Wesley Jessen, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies.
To the knowledge of Bausch & Lomb, none of Bausch & Lomb, any of its
directors or executive officers, any directors or executive officers of
Purchaser, the employees and other representatives of Bausch & Lomb or Purchaser
named in Schedule I, the Bausch & Lomb nominees, or any associates or immediate
family members of the foregoing persons have had or will have a direct or
indirect material interest in any transaction or series of similar transactions
since the beginning of Wesley Jessen's last fiscal year, or any currently
proposed transaction or series of similar transactions, to
<PAGE>
which Wesley Jessen or any of its subsidiaries was or is to be a party in which
the amount involved exceeds $60,000.
Except as set forth in this proxy statement, to the knowledge of Bausch &
Lomb, none of Bausch & Lomb, any of its directors or executive officers, any
directors or executive officers of Purchaser, the employees and other
representatives of Bausch & Lomb or Purchaser named in Schedule I, the Bausch &
Lomb nominees, or any associates of the foregoing persons has any arrangement or
understanding with any person or persons with respect to any future employment
by Wesley Jessen or its affiliates or with respect to any future transactions to
which Wesley Jessen or any of its affiliates will or may be a party.
To the knowledge of Bausch & Lomb, there are no material proceedings
in which any of the Bausch & Lomb nominees or any of their associates are a
party adverse to Wesley Jessen or any of its subsidiaries, or proceedings in
which such nominees or associates have a material interest adverse to Wesley
Jessen or any of its subsidiaries. To the knowledge of Bausch & Lomb, no
occupation or employment was carried on by any of the Bausch & Lomb nominees
with Wesley Jessen or any corporation or organization which is or was a parent,
subsidiary or other affiliate of Wesley Jessen and none of the Bausch & Lomb
nominees has ever served on Wesley Jessen's Board of Directors. There exist no
family relationships among the Bausch & Lomb nominees or between any of the
Bausch & Lomb nominees and any director or executive officer of Wesley Jessen.
Each of the Bausch & Lomb nominees has executed a consent to serve
as a director, if elected. From 1989 to 1998, Mr. Balderston was a director of
Bausch & Lomb.
Other than as disclosed in this proxy statement, to the knowledge of
Bausch & Lomb, there are no arrangements or understandings between any of the
Bausch & Lomb nominees and any other party pursuant to which any such nominee
was or is to be selected as a director or nominee.
To the knowledge of Bausch & Lomb, none of the Bausch & Lomb
nominees, their immediate family members, any corporation or organization of
which any of the Bausch & Lomb nominees is an executive officer or partner, or
is, directly or indirectly, the beneficial owner of 10 percent or more of any
class of equity securities, or any trust or other estate in which any of the
Bausch & Lomb nominees has a substantial beneficial interest or serves as a
trustee or in a similar capacity, has been indebted to Wesley Jessen or its
subsidiaries at any time since the beginning of Wesley Jessen's last fiscal
year, in an amount in excess of $60,000.
To the knowledge of Bausch & Lomb, none of the Bausch & Lomb
nominees nor any of their associates has received any cash compensation, cash
bonuses, deferred compensation, compensation pursuant to plans, or other
compensation, from,
<PAGE>
or in respect of, services rendered on behalf of Wesley Jessen, or is subject to
any arrangement described in Item 402 of Regulation S-K. Other than as set forth
above, Bausch & Lomb is not aware of any other arrangements pursuant to which
any director of Wesley Jessen was to be compensated for services during Wesley
Jessen's last fiscal year.
None of the Bausch & Lomb nominees were involved in any of the events
described in Item 401(f) of Regulation S-K. To the knowledge of Bausch & Lomb,
none of the relationships regarding the Bausch & Lomb nominees described under
Item 404(b) of Regulation S-K exist or have existed during Wesley Jessen's last
fiscal year. To the knowledge of Bausch & Lomb, there are no relationships
involving any of the Bausch & Lomb nominees or any of their associates, that
would have required disclosure under Item 402(j) of Regulation S-K had the
Bausch & Lomb nominees been directors of Wesley Jessen.
<PAGE>
[FORM OF GREEN PROXY CARD]
PRELIMINARY COPY--SUBJECT TO COMPLETION
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE.
ANNUAL MEETING OF STOCKHOLDERS
WESLEY JESSEN VISIONCARE, INC. ("WESLEY JESSEN")
JUNE 23, 2000
- ------------------------------------------------------------------------------
THE UNDERSIGNED HEREBY REVOKES ANY PREVIOUS PROXIES WITH RESPECT TO THE MATTERS
COVERED BY THIS PROXY.
- ------------------------------------------------------------------------------
THE UNDERSIGNED HEREBY APPOINTS EACH OF ALAN H. FARNSWORTH, ROBERT B.STILES AND
DANIEL BURCH AS PROXIES, EACH WITH THE POWER TO APPOINT A SUBSTITUTE, TO
REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL THE SHARES OF COMMON STOCK OF
WESLEY JESSEN WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT THE 2000 ANNUAL
MEETING OF WESLEY JESSEN'S STOCKHOLDERS OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 2000 ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF. SHOULD SUCH OTHER PROPOSALS BE BROUGHT
BEFORE THE ANNUAL MEETING, THE PROXIES INTEND TO ABSTAIN FROM VOTING ON SUCH
PROPOSALS UNLESS SUCH PROPOSALS ADVERSELY AFFECT THE INTERESTS OF BAUSCH & LOMB
AS DETERMINED BY BAUSCH & LOMB IN ITS SOLE DISCRETION, IN WHICH EVENT SUCH
PERSONS WILL VOTE ON SUCH PROPOSALS AT THEIR DISCRETION.
------------------------------------------------------------------------------
<PAGE>
Please mark your vote as in this example: |X|
PROPOSAL I
Election of William Balderston III, Joseph P. Clayton and Charles I. Plosser as
class III directors whose terms expire at the annual meeting of stockholders in
2003.
| | FOR all nominees
| | WITHHOLD authority for all nominees
| | FOR all nominees listed hereon, except vote withheld from the following
nominees:
--------------------------------------------------------------------
- ------------------------------------------------------------------------------
PROPOSAL II
Ratify the appointment of PricewaterhouseCoopers LLP as the independent
accounts of Wesley Jessen for the 2000 fiscal year.
| | FOR. | | AGAINST | | ABSTAIN
- ------------------------------------------------------------------------------
This Proxy, when properly executed and dated, will be voted in the manner marked
herein by the undersigned stockholder. If no marking is made, this Proxy will be
deemed to be a direction to vote FOR the three Bausch & Lomb nominees and FOR
Proposal II.
- ------------------------------------------------------------------------------
<PAGE>
Please sign exactly as name appears on this
Proxy:
----------------------------------------
(Signature)
----------------------------------------
(Signature, if held jointly)
----------------------------------------
(Title)
Dated: __________________________________
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee, guardian,
corporate officer or partner, please give full
title as such. If a corporation, please sign
in corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized person.
- ------------------------------------------------------------------------------
