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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. 5
Wesley Jessen VisionCare, Inc.
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(Name of Subject Company)
Dylan Acquisition Inc.
Bausch & Lomb Incorporated
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(Name of Filing Person - Offeror)
Common Stock, Par Value $0.01 Per Share
Preferred Share Purchase Rights
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(Title of Class of Securities)
951018100
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(CUSIP Number of Class of Securities)
Robert B. Stiles
Senior Vice President and General Counsel
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604-2701
Telephone: (716) 338-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Steven A. Cohen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$691,664,108 $138,333
* Based on the offer to purchase all of the outstanding shares of common
stock of Wesley Jessen at a purchase price of $34.00 cash per share,
18,175,585 shares issued and outstanding, less 555,498 treasury shares,
and outstanding options with respect to 2,722,975 shares, in each case as
of March 17, 2000.
[x] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $138,333
Form or Registration No.: Schedule TO
Filing Party: Bausch & Lomb Incorporated
Date Filed: April 3, 2000
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 5 amends and supplements the Tender Offer
Statement on Schedule TO, as amended, originally filed with the Securities and
Exchange Commission (the "Commission") on April 3, 2000 (as previously amended
and supplemented, the "Schedule TO") by Bausch & Lomb Incorporated, a New York
corporation ("Bausch & Lomb"), and Dylan Acquisition Inc., a New York
corporation and a wholly-owned subsidiary of Bausch & Lomb (the "Purchaser").
The Schedule TO relates to the offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share, including
associated preferred share purchase rights (together, the "Shares"), of Wesley
Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), at $34.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated April 3, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal, which, as previously,
hereby or hereafter amended or supplemented, together constitute the Offer.
Copies of the Offer to Purchase and the related Letter of Transmittal are filed
with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Capitalized
terms used and not defined herein shall have the meanings assigned such terms in
the Offer to Purchase and the Schedule TO.
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ITEM 11. Additional Information.
The following is hereby added to the end of the subsection entitled
"Antitrust" under Section 15 ("Legal Matters; Required Regulatory Approvals") of
the Offer to Purchase:
On May 3, 2000, the waiting period under the HSR Act with respect
to Bausch & Lomb's purchase of Shares in the Offer and the Merger expired.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 3, 2000
DYLAN ACQUISITION INC.
By: /s/ Robert B. Stiles
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Name: Robert B. Stiles
Title: Vice President and Secretary
BAUSCH & LOMB INCORPORATED
By: /s/ Robert B. Stiles
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Name: Robert B. Stiles
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
*(a)(1) Offer to Purchase, dated April 3, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(7) Form of summary advertisement, dated April 3, 2000.
*(a)(8) Text of press release issued by Bausch & Lomb, dated
April 3, 2000.
*(a)(9) Complaint filed by Bausch & Lomb filed in the Court of
Chancery of the State of Delaware on April 3, 2000.
*(a)(10) Confidentiality Agreement between Wesley Jessen VisionCare,
Inc. and Bausch & Lomb Incorporated, dated as of April 11,
2000.
*(a)(11) Text of press release issued by Bausch & Lomb, dated
April 25, 2000.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed.
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