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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)1 OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 7
WESLEY JESSEN VISIONCARE, INC.
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(Name of Subject Company)
DYLAN ACQUISITION INC.
BAUSCH & LOMB INCORPORATED
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(Name of Filing Person - Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class of Securities)
951018100
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(CUSIP Number of Class of Securities)
ROBERT B. STILES
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BAUSCH & LOMB INCORPORATED
ONE BAUSCH & LOMB PLACE
ROCHESTER, NEW YORK 14604-2701
TELEPHONE: (716) 338-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
STEVEN A. COHEN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
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<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$723,195,855 $ 144,640
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* Based on the offer to purchase all of the outstanding shares of common
stock of Wesley Jessen at a purchase price of $35.55 cash per share,
18,175,585 shares issued and outstanding, less 555,498 treasury shares,
and outstanding options with respect to 2,722,975 shares, in each case as
of March 17, 2000.
[x] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $144,640
Form or Registration No.: Schedule TO and Amendment No. 6 thereto
Filing Party: Bausch & Lomb Incorporated
Date Filed: April 3, 2000 and May 9, 2000
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[ X ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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<PAGE>
This Amendment No. 7 amends and supplements the Tender Offer Statement on
Schedule TO, as amended, originally filed with the Securities and Exchange
Commission (the "Commission") on April 3, 2000 (as previously amended and
supplemented, the "Schedule TO") by Bausch & Lomb Incorporated, a New York
corporation ("Bausch & Lomb"), and Dylan Acquisition Inc., a New York
corporation and a wholly-owned subsidiary of Bausch & Lomb (the "Purchaser").
The Schedule TO relates to the offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share, including the
associated preferred share purchase rights (together, the "Shares"), of
Wesley Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), at a
purchase price of $35.55 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 3, 2000 (the "Offer to Purchase"), as amended and
supplemented by the Supplement thereto, dated May 10, 2000 (the "Supplement"),
and in the related Letters of Transmittal (which, as amended or supplemented
from time to time, together constitute the "Improved Offer"). Copies of the
Offer to Purchase, the Supplement and the related Letters of Transmittal are
filed with the Schedule TO as Exhibits (a)(1), (a)(2), (a)(13) and (a)(14).
Capitalized terms used and not defined herein shall have the meanings assigned
such terms in the Offer to Purchase, the Supplement and the Schedule TO.
On May 10, 2000, Bausch & Lomb and Purchaser disseminated the
Supplement and the related revised form of Letter of Transmittal relating to the
Improved Offer. The Schedule TO, the Offer to Purchase and the Letter of
Transmittal are amended and supplemented by such documents, which are filed as
exhibits hereto and incorporated herein by reference.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(13): Supplement to the Offer to Purchase, dated May 10,
2000.
Exhibit (a)(14): Revised Form of Letter of Transmittal, dated May
10, 2000.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 10, 2000
DYLAN ACQUISITION INC.
By: /s/ Robert B. Stiles
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Name: Robert B. Stiles
Title: Vice President and Secretary
BAUSCH & LOMB INCORPORATED
By: /s/ Robert B. Stiles
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Name: Robert B. Stiles
Title: Senior Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
*(a)(1) Offer to Purchase, dated April 3, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(a)(5) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
*(a)(7) Form of summary advertisement, dated April 3, 2000.
*(a)(8) Text of press release issued by Bausch & Lomb, dated
April 3, 2000.
*(a)(9) Complaint filed by Bausch & Lomb filed in the Court of
Chancery of the State of Delaware on April 3, 2000.
*(a)(10) Confidentiality Agreement between Wesley Jessen
VisionCare, Inc. and Bausch & Lomb Incorporated,
dated as of April 11, 2000.
*(a)(11) Text of press release issued by Bausch & Lomb, dated
April 25, 2000.
*(a)(12) Text of press release issued by Bausch & Lomb, dated
May 8, 2000.
(a)(13) Supplement to the Offer to Purchase, dated May 10,
2000.
(a)(14) Revised Form of Letter of Transmittal, dated May 10,
2000.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed.
SUPPLEMENT TO THE OFFER TO PURCHASE DATED APRIL 3, 2000
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
HAS AMENDED ITS OFFER TO PURCHASE FOR CASH
AND IS NOW OFFERING TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
AT
$35.55 NET PER SHARE
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THE IMPROVED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., EASTERN TIME,
ON WEDNESDAY, MAY 31, 2000, UNLESS THE IMPROVED OFFER IS FURTHER EXTENDED.
THE IMPROVED OFFER IS SUBJECT TO CERTAIN CONDITIONS.
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A SUMMARY OF THE PRINCIPAL TERMS OF THE IMPROVED OFFER APPEARS ON PAGES (I) AND
(II). YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY IN CONJUNCTION WITH THE
OFFER TO PURCHASE AND RELATED DOCUMENTS BEFORE DECIDING WHETHER TO TENDER YOUR
SHARES.
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The Dealer Manager for the Improved Offer is:
UBS WARBURG LLC
MAY 10, 2000
<PAGE>
SUMMARY OF THE IMPROVED OFFER
Principal Terms
- Bausch & Lomb Incorporated, through its wholly owned subsidiary, Dylan
Acquisition Inc., has amended its offer to purchase for cash and is now
offering to buy all outstanding shares of Wesley Jessen VisionCare, Inc.
common stock, including the associated preferred share purchase rights, at
$35.55 per share in cash. Tendering stockholders will not have to pay
brokerage fees or commissions.
- The improved offer constitutes the first step in our plan to acquire all
of the outstanding Wesley Jessen shares. We intend, promptly after
completion of the improved offer, to seek to have Wesley Jessen consummate
a merger with a wholly owned subsidiary of Bausch & Lomb in which each
remaining Wesley Jessen share (except for shares owned by Wesley Jessen or
by Bausch & Lomb or by stockholders who perfect their appraisal rights
under Delaware law) would be converted into $35.55 in cash. Wesley Jessen
stockholders whose shares are not purchased in the improved offer will
have appraisal rights in the merger.
- The improved offer will expire at 6:00 p.m., Eastern time, on Wednesday,
May 31, 2000, unless we further extend it.
- We have 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 offer expire on that date.
Conditions
The improved offer is subject to the conditions of the prior offer. We are
not required to complete the improved offer and purchase any Wesley Jessen
shares unless among other things:
- at least a majority of the total number of outstanding Wesley Jessen
shares on a fully diluted basis are validly tendered and not withdrawn
prior to the expiration of the improved offer,
- we receive any necessary foreign government clearances for the improved
offer,
- the merger agreement, stock option agreement granted by Wesley Jessen and
any related agreements between Wesley Jessen and Ocular Sciences have been
terminated without any fee or other obligation paid or owing under or as a
result of those agreements other than any payment of fees required to be
made in accordance with those agreements as filed with the SEC prior to
April 3, 2000,
- we are satisfied, in our sole discretion, that Section 203 of the Delaware
law is inapplicable to the acquisition of Wesley Jessen shares and any
subsequent business transaction involving Bausch & Lomb and Wesley Jessen,
including the merger,
- Wesley Jessen's preferred share purchase rights are redeemed by the Wesley
Jessen board of directors or we are satisfied, in our sole discretion,
that the rights are inapplicable to the improved offer and any subsequent
business transaction involving Bausch & Lomb and Wesley Jessen, including
the merger, and
- no action is taken by Wesley Jessen, and Bausch & Lomb does not become
aware of new information concerning Wesley Jessen, that adversely affects
value.
Other conditions to the improved offer are described in the Offer to
Purchase beginning on page 20. The improved offer is not conditioned on
Bausch & Lomb obtaining financing.
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<PAGE>
Further Information
If you have questions about the improved offer, you may call:
Our Information Agent:
MacKenzie Partners, Inc.
Call Collect: (212) 929-5550
Toll Free: (800) 322-2885
Our Dealer Manager:
UBS Warburg LLC
Call Collect: (212) 821-6694
ii
<PAGE>
To: All Holders of Shares of Common Stock of Wesley Jessen VisionCare, Inc.
INTRODUCTION
The following information amends and supplements the Offer to Purchase,
dated April 3, 2000 ("the Offer to Purchase"), of Dylan Acquisition Inc. (the
"Purchaser"), a wholly owned New York subsidiary of Bausch & Lomb Incorporated,
a New York corporation ("Bausch & Lomb"). Pursuant to this Supplement, Purchaser
is now offering to purchase all outstanding shares of common stock, par value
$.01 per share, of Wesley Jessen VisionCare, Inc., a Delaware corporation
("Wesley Jessen"), together with the associated preferred share purchase rights
issued pursuant to the Rights Agreement, dated as of November 16, 1999, between
Wesley Jessen and American Securities Transfer & Trust, Inc., as Rights Agent,
at a purchase price of $35.55 per share, net to the seller in cash, without
interest, on the terms and subject to the conditions set forth in the Offer to
Purchase, as amended and supplemented in this Supplement, and the related
letters of transmittal (which together constitute the "Improved Offer").
This Supplement should be read in conjunction with the Offer to Purchase.
Except as otherwise set forth in this Supplement and the revised (green) letter
of transmittal, the terms and conditions previously set forth in the Offer to
Purchase and related (blue) letter of transmittal remain applicable in all
respects to the Improved Offer. Unless the context requires otherwise, terms not
defined herein have the meanings given in the Offer to Purchase.
We will not be required to purchase any Shares unless at least a majority of
the total number of outstanding Shares on a fully diluted basis (including the
exercise of all outstanding Wesley Jessen options) are validly tendered and not
withdrawn prior to the expiration of the Improved Offer (the "Minimum
Condition"). We reserve the right (subject to the applicable rules and
regulations of the Securities and Exchange Commission), to amend the Improved
Offer in any respect including, without limitation, to waive or reduce the
Minimum Condition and to elect to purchase a smaller number of Shares. We also
will not be required to purchase any Shares unless we are satisfied, in our sole
discretion, that the merger agreement (to the extent filed with the SEC as of
April 3, 2000, the "OS Merger Agreement"), stock option agreement granted by
Wesley Jessen (to the extent filed with the SEC as of April 3, 2000, the "OS
Stock Option") and any related agreements between Wesley Jessen and Ocular
Sciences, Inc., a Delaware corporation ("Ocular Sciences"), have been terminated
without any fee or other obligation paid or owing other than any payment of fees
required to be made in accordance with the terms of those agreements (the
"Ocular Condition") and also that the rights have been redeemed by the Wesley
Jessen board of directors or that we are satisfied, in our sole discretion, that
the rights are inapplicable to the Improved Offer and any subsequent business
transaction involving Bausch & Lomb and Wesley Jessen, including the Merger (the
"Rights Condition"). The Improved Offer is also subject to certain other terms
and conditions. See Sections 1, 14, and 15 of the Offer to Purchase, as amended
and supplemented by this Supplement.
Following consummation of the Improved Offer, we intend to seek to have
Wesley Jessen consummate a merger with the Purchaser or its subsidiary (the
"Merger"). In the Merger, each outstanding Share that is not owned by us (other
than Shares owned by Wesley Jessen or held by stockholders who perfect their
appraisal rights under Delaware law) will be converted into the right to receive
$35.55 in cash. Section 5 of the Offer to Purchase describes the principal U.S.
federal income tax consequences of the sale of Shares in the Improved Offer and
the Merger.
This Supplement does not constitute a solicitation of a proxy, consent or
authorization for or with respect to any meeting of Wesley Jessen stockholders
or any action in lieu thereof. Any such solicitation that Bausch & Lomb or the
Purchaser may make will be made only pursuant to separate proxy materials
complying with the requirements of Section 14(a) of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.
THE IMPROVED OFFER IS CONDITIONED UPON THE FULFILLMENT OF THE CONDITIONS
DESCRIBED IN SECTION 14 OF THE OFFER TO PURCHASE, AS AMENDED BY SECTION 5
HEREIN. THE IMPROVED OFFER WILL EXPIRE AT 6:00 P.M., EASTERN TIME, ON WEDNESDAY,
MAY 31, 2000, UNLESS WE FURTHER EXTEND IT.
<PAGE>
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTERS OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY BEFORE
YOU MAKE ANY DECISION WITH RESPECT TO THE IMPROVED OFFER.
1. AMENDED TERMS OF THE IMPROVED OFFER; EXPIRATION DATE.
The discussion set forth in Section 1 of the Offer to Purchase is hereby
amended and supplemented as follows:
The Improved Offer is being made for all Shares. The price per Share to be
paid has been increased from $34 per Share to $35.55 per Share net to the seller
in cash, without interest thereon. All stockholders whose Shares are validly
tendered and not withdrawn and accepted for payment in the Improved Offer
(including Shares tendered prior to the date of this Supplement) will receive
the increased price.
The term "Expiration Date" means 6:00 p.m., Eastern time, on Wednesday,
May 31, 2000, unless we, in our sole discretion, further extend the period of
time for which the initial offering period of the Improved Offer is open, in
which case the term "Expiration Date" will mean the time and date at which the
initial offering period of the Improved Offer, as so extended, will expire.
We have 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 Shares have been tendered, we intend to let the Improved
Offer expire on that date.
This Supplement and the revised (green) letter of transmittal will be mailed
to record holders of Shares whose names appear on the Company's stockholder list
and will be furnished, for subsequent transmittal to beneficial owners of
Shares, to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing.
2. INFORMATION CONCERNING WESLEY JESSEN.
The discussion set forth in Section 8 of the Offer to Purchase is hereby
amended and supplemented as follows:
PREFERRED SHARE PURCHASE RIGHTS. Wesley Jessen has disclosed that on
April 27, 2000 the Wesley Jessen board deferred the Distribution Date for the
rights until Bausch & Lomb's acceptance of any Shares pursuant to any tender
offer, including the Improved Offer, or any extension thereof.
3. BACKGROUND OF THE IMPROVED OFFER SINCE APRIL 3, 2000; CONTACTS WITH WESLEY
JESSEN.
The discussion set forth in Section 10 of the Offer to Purchase is hereby
amended and supplemented as follows:
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 the Offer and not tender their Shares pursuant to the
Offer and (b) that there is a reasonable likelihood that Bausch & Lomb's
proposal could result in a Superior Proposal (as defined in the OS 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 the 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.
2
<PAGE>
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 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 the Offer through 12:00
midnight, Eastern time, on May 12, 2000.
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<PAGE>
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 24(th) Wesley
Jessen announced that unspecified "discussions" were taking place with a
"third party". No additional information has been made available concerning
these discussions since that announcement. Despite our request for an
even-handed process, we are unable to ascertain what process, if any, Wesley
Jessen is conducting in order to maximize value to its stockholders.
Nonetheless, in order to bring closure to this matter and to let the
Wesley Jessen stockholders decide on a fully informed basis, we have
determined that we will submit a best and final proposal for the acquisition
of Wesley Jessen. Accordingly, we are increasing the price in our
outstanding tender offer to $35.55 per share.
This is our best and final price. When we spoke in early March, before
you announced the transaction with Ocular Sciences, I stated that we would
offer a cash transaction in the "high $30s" if we could work cooperatively,
find further synergies and assure the business fit. While much of what we
have learned has confirmed our strategic objectives, we have also found
approximately $80 million of unanticipated transaction costs, most of which
have been imposed or made public by Wesley Jessen since our conversations in
early March:
TOTAL COST COST PER
($ MILLIONS) WESLEY JESSEN
SHARE(1)
------------ ------------
Ocular Sciences Break-up Fee................. $25 $1.23
CEO Retention Agreement...................... 14 0.69
New Employee Severance Agreements............ 26 1.28
Bain Capital Fee............................. 7 0.34
BT Alex Brown Fee............................ 7 0.34
Termination of Marketing Agreement........... 1 0.05
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Total...................................... $80 $3.93
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(1) Assumes 20.3 million gross fully diluted shares outstanding
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<PAGE>
We have not included in the above costs the fees of your current
advisors (Bear Stearns, Innisfree M&A Inc. and Sard Verbinnen & Co.), the
fees of our advisors, or the cost of achieving any synergies. Of course, we
had assumed in our tender price a level of costs and fees that would be
customary in a transaction of this nature, but that level will not
accommodate the extraordinary costs which apparently have been incurred or
committed to by Wesley Jessen.
You have stated that you received advice from Bear Stearns that
Bausch & Lomb could pay as much as $42 per share for Wesley Jessen without
incurring dilution. Unfortunately, we believe this assessment is not
analytically correct. We believe the Bear Stearns analysis (1) did not take
into account any costs associated with the transaction and (2) did not
accurately reflect the current interest rate environment and our cost of
capital. We have communicated these shortcomings to Bear Stearns.
Given the significant additional costs of the transaction, we believe
that your stockholders will understand that this increased offer represents
a full and fair price. Our final price of $35.55 represents a 55% premium to
the closing price of the Wesley Jessen stock immediately after the
announcement of your proposed merger with Ocular Sciences. We believe our
proposal is substantially more attractive to your stockholders than the
proposed no-premium merger with Ocular Sciences. As with your proposed
Ocular Sciences merger, the Hart Scott Rodino waiting period for our Offer
expired last week and it is therefore not subject to any U.S. regulatory
delays.
We believe that our proposal represents a full and fair offer and that
it is in the best interests of your stockholders. We stand ready to enter
into a definitive agreement with you and can close on a transaction
promptly. Our offer, as amended, remains subject to the conditions set forth
in the Offer to Purchase dated April 3, 2000 as well as the condition that
there be no action by Wesley Jessen, or new information concerning Wesley
Jessen, that adversely affects value.
In connection with this increase, we intend to extend our offer until
6:00 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
4. SOURCE AND AMOUNT OF FUNDS.
The discussion set forth in Section 12 of the Offer to Purchase is hereby
amended and supplemented as follows:
Bausch & Lomb intends to obtain the necessary funds to consummate the
Improved Offer from available cash and through the sale of commercial paper
(maturing from 1 to 270 days from issuance) at market rates. Bausch & Lomb
intends to repay any commercial paper issued with proceeds of other sales of
commercial paper or from operating cashflow to the extent available.
5
<PAGE>
5. CONDITIONS OF THE IMPROVED OFFER.
The Improved Offer is subject to the conditions of the prior Offer. See
Sections 1, 14, and 15 of the Offer to Purchase and Amendment No. 2 to the
Schedule TO.
The discussion set forth in Section 14 of the Offer to Purchase is hereby
amended and supplemented by:
- deleting the words "as of the date those Shares are accepted for payment
pursuant to the Offer" and replacing them with "as of the Expiration Date"
in subsection (a);
- deleting the words "prior to the time of acceptance for payment or payment
for any Shares" and replacing them with "prior to or as of the Expiration
Date" in subsection (f);
- adding to the beginning of the second full paragraph of Section 14 the
following sentence: "Notwithstanding the foregoing, all of the foregoing
offer conditions (including those in (a)--(d) above), other than insofar
as relating to necessary governmental approvals, must be satisfied or
waived on or before the Expiration Date";
- restating subsection (d) in its entirety as follows:
"the OS Merger Agreement and any related agreements, including the OS
Stock Option:
-- have not have been terminated, or
-- have been terminated but with fees or other obligations paid or owing
other than fees required to be paid in accordance with the terms of
those agreements as filed with the SEC prior to April 3, 2000, or
the merger contemplated by the OS Merger Agreement, or any other
business combination between Wesley Jessen and Ocular Sciences, shall have
occurred"; and
- adding to the end of paragraph (6) of subsection (f) the following:
-- "of any action taken by Wesley Jessen, or of new information
concerning Wesley Jessen, that adversely affects the value of
Wesley Jessen, the Shares, the Improved Offer, or the Merger (or
any other business combination involving Bausch & Lomb and Wesley
Jessen) to Purchaser, Bausch & Lomb or any affiliate of Bausch &
Lomb; or"
6. LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.
The discussion set forth in Section 15 of the Offer to Purchase is hereby
amended and restated in its entirety as follows:
ANTITRUST. On April 18, 2000, Bausch & Lomb filed a Premerger Notification
and Report Form under the HSR Act with the Federal Trade Commission and the
Antitrust Division in connection with the purchase of Shares in the Offer and
the Merger. The waiting period under the HSR Act expired on May 3, 2000.
LITIGATION. 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 16, 2000. Discovery is proceeding involving the parties and
third-party witnesses. On April 19, 2000, Ocular Sciences filed a suit against
Bausch & Lomb in a California state court claiming that the Offer and the
litigation commenced in Delaware constituted wrongful interference with the OS
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.
DYLAN ACQUISITION INC.
May 10, 2000
6
<PAGE>
THE DEPOSITARY FOR THE IMPROVED OFFER IS:
WILMINGTON TRUST COMPANY
BY MAIL: BY FACSIMILE: BY HAND/OVERNIGHT COURIER:
(302) 651-1079
Attn: Corporate Trust Operations Wilmington Trust Company
Wilmington Trust Company 1105 North Market Street
Rodney Square North FOR CONFIRMATION TELEPHONE Wilmington, DE 19801
1100 North Market Street (302) 651-8869 Attn: Corporate Trust Operations
Wilmington, DE 19890-0001
You may direct questions and requests for assistance to the Information
Agent at its address and telephone number set forth below. You may obtain
additional copies of this Supplement, the Offer to Purchase, the revised (green)
letter of transmittal and other tender offer materials from the Information
Agent as set forth below and they will be furnished promptly at our expense. You
may also contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Improved Offer.
THE INFORMATION AGENT FOR THE IMPROVED OFFER IS:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
THE DEALER MANAGER FOR THE IMPROVED OFFER IS:
[LOGO OF WARBURG DILLON READ LLC]
299 PARK AVENUE
NEW YORK, NEW YORK 10171
CALL COLLECT: (212) 821-6694
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 3, 2000
AND THE SUPPLEMENT THERETO
DATED MAY 10, 2000
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY OF
BAUSCH & LOMB INCORPORATED
THE IMPROVED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., EASTERN TIME,
ON WEDNESDAY, MAY 31, 2000, UNLESS THE IMPROVED OFFER IS EXTENDED
THE DEPOSITARY FOR THE IMPROVED OFFER IS:
WILMINGTON TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND/OVERNIGHT COURIER:
Attn: Corporate Trust Operations (302) 651-1079 Wilmington Trust Company
Wilmington Trust Company FOR CONFIRMATION TELEPHONE: 1105 North Market Street
Rodney Square North (302) 651-8869 Wilmington, DE 19801
1100 North Market Street Attn: Corporate Trust Operations
Wilmington, DE 19890-0001
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders, either if
Share Certificates (as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase, as referred to below) is
utilized, if tenders of Shares are to be made by book-entry transfer into the
account of Wilmington Trust Company, as Depositary (the "Depositary"), at The
Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC") pursuant
to the procedures set forth in Section 3 of the Offer to Purchase. Stockholders
who tender Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders."
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARE CERTIFICATE(S) AND SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)*
- ------------------------------------------------------------------------------------------------------------------
SHARES TOTAL NUMBER OF NUMBER OF
CERTIFICATE SHARES REPRESENTED SHARES
NUMBER(S) BY CERTIFICATE(S) TENDERED**
<S> <C>
<C> <C>
- ------------------------------------------------------------------------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Total Shares
- ------------------------------------------------------------------------------------------------------------------
* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be
deemed to have been tendered. See Instruction 4.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Holders of outstanding shares of common stock, par value $0.01 per share,
including associated preferred share purchase rights ("Shares") of Wesley Jessen
VisionCare, Inc., whose certificates for such Shares (the "Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other required documents to the Depositary on or prior to the Expiration
Date (as defined in the Offer to Purchase and the Supplement thereto), or who
cannot complete the procedure for book-entry transfer on a timely basis, must
tender their Shares according to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. SEE INSTRUCTION 2 OF THIS LETTER OF
TRANSMITTAL. Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
/ / CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Dylan Acquisition Inc., a New York
corporation (the "Purchaser"), and a wholly owned subsidiary of Bausch & Lomb
Incorporated, a New York corporation ("Bausch & Lomb"), the above-described
shares of common stock, par value $0.01 per share (the "Shares"), of Wesley
Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), together with
the associated preferred share purchase rights issued pursuant to the Rights
Agreement, dated as of November 16, 1999, between Wesley Jessen and American
Securities Transfer & Trust, Inc., as Rights Agent, at a purchase price of
$35.55 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") and the related (blue) Letter of Transmittal, each dated as
of April 3, 2000, as amended and supplemented by the Supplement thereto, dated
as of May 10, 2000 (the "Supplement"), and this Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Improved
Offer"). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of its
affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Improved Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Improved Offer, including,
without limitation, Section 14 of the Offer to Purchase, as amended by the
Supplement (and including, if the Improved Offer is further extended or amended,
the terms and conditions of such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all of the Shares that are being tendered hereby
and any and all dividends, distributions, rights, other Shares or other
securities issued, paid or distributed or issuable, payable or distributable in
respect of such Shares on or after April 3, 2000 and prior to the transfer to
the name of the Purchaser (or a nominee or transferee of the Purchaser) on
Wesley Jessen's stock transfer records of the Shares tendered herewith
(collectively, a "Distribution"), and appoints the Depositary the true and
lawful agent, attorney-in-fact and proxy of the undersigned with respect to such
Shares (and any Distribution), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver such Share Certificates (and any Distribution) or transfer ownership
of such Shares (and any Distribution) on the account books maintained by the
Book-Entry Transfer Facility, together, in either case, with appropriate
evidences of transfer, to the Depositary for the account of the Purchaser,
(b) present such Shares (and any Distribution) for transfer on the books of
Wesley Jessen and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distribution), all in accordance
with the terms and subject to the conditions of the Improved Offer.
The undersigned irrevocably appoints designees of the Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of such stockholder's rights with respect to
the Shares (and any Distribution) tendered by such stockholder and accepted for
payment by the Purchaser. All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Shares
for payment. Upon such acceptance for payment, all prior attorneys, proxies and
consents given by such stockholder with respect to such Shares (and any
Distribution) will be revoked without further action, and no subsequent powers
of attorney and proxies may be given nor any subsequent written consents
executed (and, if given or executed, will not be deemed effective). The
designees of the Purchaser will, with respect to the Shares (and Distributions)
for which such appointment is effective, be empowered to exercise all voting and
other rights of such stockholder as they in their sole discretion may deem
proper at any annual or special meeting of Wesley Jessen stockholders or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. The Purchaser reserves the right to require that, in order
for the Shares to be deemed validly tendered, immediately upon the Purchaser's
payment for such Shares, the Purchaser must be able to exercise full voting
rights with respect to such Shares and all Distributions, including, without
limitation, voting at any meeting of stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Shares (and any Distribution) tendered hereby, and (b) when the Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title to the Shares (and any Distribution), free and
clear of all liens, restrictions, charges and encumbrances, and the same will
not be subject to any adverse claim and will not have been transferred to the
Purchaser in violation of any contractual or other restriction on the transfer
thereof. The undersigned, upon request, will execute and deliver any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby (and
any Distribution). In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of Purchaser any and all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof, the Purchaser will be, subject to applicable law,
entitled to all rights and privileges as owner of any such Distribution and may
withhold the entire purchase price or deduct from the purchase price the amount
or value thereof, as determined by the Purchaser, in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, successors and assigns of
the undersigned.
<PAGE>
Tenders of Shares made pursuant to the Improved Offer are irrevocable,
except that Shares tendered pursuant to the Improved Offer may be withdrawn at
any time prior to the Expiration Date, and, unless theretofore accepted for
payment by the Purchaser pursuant to the Improved Offer, may also be withdrawn
at any time after June 1, 2000. SEE SECTION 4 OF THE OFFER TO PURCHASE.
The undersigned understands that tenders of Shares pursuant to any of the
procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions set forth in the
Improved Offer, including the undersigned's representation that the undersigned
owns the Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares not tendered or not accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price and/or any Share
Certificate(s) not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
"Special Delivery Instructions" and the "Special Payment Instructions" are
completed, please issue the check for the purchase price and/or any Share
Certificate(s) not tendered or accepted for payment in the name of, and deliver
such check and/or such Share Certificates to, the person or persons so
indicated. Unless otherwise indicated herein under "Special Payment
Instructions," please credit any Shares tendered herewith by book-entry transfer
that are not accepted for payment by crediting the account at the Book-Entry
Transfer Facility designated above. The undersigned recognizes that the
Purchaser has no obligation, pursuant to the Special Payment Instructions, to
transfer any Shares from the name(s) of the registered holder(s) thereof if the
Purchaser does not accept for payment any of the Shares so tendered.
/ / CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares represented by lost, stolen or destroyed Share
Certificates:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificate(s) not tendered or accepted
for payment and/or the check for the purchase price of Shares accepted for
payment are to be issued in the name of someone other than the undersigned
or if Shares tendered by book-entry transfer which are not accepted for
payment are to be returned by credit to an account maintained at the Book-
Entry Transfer Facility other than that designated above.
Issue: / / check
/ / certificates to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
/ / Credit Shares tendered by book-entry transfer that are not accepted for
payment to DTC to the account set forth below.
____________________________________________________________________________
(DTC Account No.)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificate(s) not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be sent to someone other than the undersigned or
to the undersigned at an address other than that shown above.
Mail: / / check
/ / certificates to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
____________________________________________________________________________
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SIGN SIGN HERE SIGN
HERE (and Complete Substitute Form W-9) HERE
- -- > _______________________________________________
- -- > _______________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
</TABLE>
Dated: _______________________________, 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by Share Certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s) ________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _________________________________________________
Taxpayer Identification or Social Security No. _________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
<TABLE>
<S> <C> <C>
Authorized Signature ____________________________________
</TABLE>
Name ___________________________________________________________________________
(PLEASE PRINT)
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _________________________________________________
Dated: _______________________________, 2000
- -------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE IMPROVED OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith, unless
such holder(s) has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions," or (b) if
such Shares are tendered for the account of a firm which is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of a recognized Medallion Program approved by the Securities
Transfer Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York
Stock Exchange Medallion Signature Program (MSP) or any other "eligible
guarantor institution" (as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended) (each of the foregoing, an "Eligible Institution"). In
all other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution. SEE INSTRUCTION 5 OF THIS LETTER OF TRANSMITTAL.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by stockholders either if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if tenders are to be made pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. Stockholders
whose Share Certificates are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary on
or prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (a) such tender must be made by or through
an Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Purchaser,
must be received by the Depositary on or prior to the Expiration Date; and
(c) the Share Certificates (or a Book-Entry Confirmation) representing all
tendered Shares in proper form for transfer, in each case, together with this
Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
trading days on The NASDAQ Stock Market after the date of execution of such
Notice of Guaranteed Delivery. If Share Certificates are forwarded separately in
multiple deliveries to the Depositary, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) must accompany each such
delivery.
The method of delivery of this Letter of Transmittal, Share Certificates and
all other required documents, including delivery through the Book-Entry Transfer
Facility, is at the option and risk of the tendering stockholder, and the
delivery will be deemed made only when actually received by the Depositary
(including, in the case of book-entry transfer, by Book-Entry Confirmation). If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
<PAGE>
4. PARTIAL TENDERS. (Not Applicable to Book-Entry Stockholders) If fewer
than all the Shares evidenced by any Share Certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered" in the "Description of Shares Tendered." In
such cases, new Share Certificates for the Shares that were evidenced by your
old Share Certificates, but were not tendered by you, will be sent to you,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
Share Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any of
the tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Share
Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made to or Share
Certificates for Shares not tendered or not purchased are to be issued in the
name of a person other than the registered holder(s). In such latter case,
signatures on such Share Certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Share Certificate(s) listed, the Share
Certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or its order pursuant to the Improved Offer. If,
however, payment of the purchase price is to be made to, or if Share
Certificate(s) for Shares not tendered or accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered Share Certificate(s) are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such person)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes or an
exemption therefrom, is submitted.
EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY
FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATE(S) LISTED IN THIS
LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or Share Certificates for Shares not tendered or not
accepted for payment are to be issued or returned to, a person other than the
signer of this Letter of Transmittal or if a check and/or such Share
Certificates are to be returned to a person other than the person(s) signing
this Letter of Transmittal or to an address other than that shown in this Letter
of Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed. A Book-Entry Stockholder may request that Shares not accepted for
payment be credited to such account maintained at the Book-Entry Transfer
Facility as such Book-Entry Stockholder may designate under "Special Payment
Instructions." If no such instructions are given, such Shares not accepted for
payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. WAIVER OF CONDITIONS. The conditions of the Improved Offer may be
waived by the Purchaser or Bausch & Lomb in whole or in part at any time and
from time to time in its sole discretion.
<PAGE>
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal income
tax law, a stockholder who tenders Shares pursuant to the Improved Offer is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 and to certify that the TIN
provided on Substitute Form W-9 is correct (or that such stockholder is awaiting
a TIN). If such stockholder is an individual, the TIN is his or her social
security number. If the Depositary is not provided with the correct TIN, such
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service and payments that are made to such stockholder with respect to Shares
pursuant to the Improved Offer may be subject to backup withholding (see below).
A stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. Even if the
box is checked, payments made prior to the time the stockholder furnishes the
Depositary with his or her TIN will be subject to backup withholding. A
stockholder who checks the box in Part 3 in lieu of furnishing such
stockholder's TIN should furnish the Depositary with such stockholder's TIN as
soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalty of perjury, attesting
to that individual's exempt status (Form W-8). Forms for such statements can be
obtained from the Depositary. Stockholders are urged to consult their own tax
advisors to determine whether they are exempt from these backup withholding and
reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, the Supplement, this Letter of Transmittal and
the Notice of Guaranteed Delivery also may be obtained from the Information
Agent or the Dealer Manager or from brokers, dealers, commercial banks or trust
companies.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate has
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary. The stockholder then will be instructed as to the steps that must be
taken in order to replace the Share Certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost or
destroyed Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
<PAGE>
<TABLE>
<C> <S> <C>
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PAYER'S NAME: WILMINGTON TRUST COMPANY, AS DEPOSITARY
- -----------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--Please provide your TIN in the Social Security Number
FORM W-9 box at the right and certify by signing OR
and dating below. Employer Identification Number
-------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S>
<C>
- --------------------------------------------------------------------------------------------------------------------
Department of the PART 2--Certification--Under penalties of perjury, PART 3
Treasury I certify that: Awaiting TIN / /
Internal Revenue Service (1) The number shown on this form is my correct
PAYER'S REQUEST FOR TAXPAYER Taxpayer Identification Number (or I am waiting
IDENTIFICATION NUMBER ("TIN") for a number to be issued to me) and
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(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
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CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of under-reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out such item (2).
- --------------------------------------------------------------------------------------------------------------------
Signature ------------------------------------------------------------- Date -------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE IMPROVED OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature ______________________________ Date _____________________________
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION AGENT FOR THE IMPROVED OFFER IS:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
THE DEALER MANAGER FOR THE IMPROVED OFFER IS:
[LOGO OF UBS WARBURG LLC]
299 PARK AVENUE
NEW YORK, NEW YORK 10171
CALL COLLECT: (212) 821-6694
May 10, 2000
