BAUSCH & LOMB INC
DFAN14A, 2000-05-25
OPHTHALMIC GOODS
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                            SCHEDULE 14A INFORMATION
                                 (Rule 14a-101)

                     Information Required in Proxy Statement

                            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:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by rule
      14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec. 240.14a-11(c) or Rule 14a-12

                         WESLEY JESSEN VISIONCARE, INC.
                       ----------------------------------
                (Name of Registrant as Specified in Its Charter)

                           BAUSCH & LOMB INCORPORATED
                          ----------------------------
                  (Name of Person(s) Filing Proxy Statement, if
                           other than the Registrant)

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           pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
           the filing fee is calculated and state how it was determined):

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[ ]   Fee paid previously with preliminary material.

<PAGE>

[ ]   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
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<PAGE>

NEWS                                                    [BAUSCH & LOMB GRAPHIC]
                                                        One Bausch & Lomb Place
                                                      Rochester, NY  14604-2701

For further information contact:
- -------------------------------
Holly Houston                       Joele Frank/ Dan Katcher
716-338-8064 office                 Joele Frank, Wilkinson Brimmer Katcher
800-405-5314 pager                  212-355-4449
716-473-7104 home

             BAUSCH & LOMB ENCOURAGES WESLEY JESSEN SHAREHOLDERS TO
                                  TENDER SHARES

FOR RELEASE THURSDAY, MAY 25, 2000
- ----------------------------------

      ROCHESTER, N.Y. - Bausch & Lomb (NYSE:BOL) is encouraging Wesley Jessen
VisionCare (Nasdaq:WJCO) shareholders to tender their shares into the Bausch &
Lomb tender offer, which expires at 6:00 p.m. Eastern Time, Wednesday, May 31,
2000. The company reiterated that, if by May 31, Wesley Jessen does not enter
into negotiations with Bausch & Lomb, or if less than a majority of Wesley
Jessen shares have been tendered, Bausch & Lomb will let its offer expire on
that date, without purchasing any Wesley Jessen shares.
      "Tendering your shares will send a clear message to Wesley Jessen's Board
of Directors," said William M. Carpenter, chairman and chief executive officer
of Bausch & Lomb. "Our offer remains the only known alternative to the
no-premium merger with Ocular Sciences. To ensure that shareholders receive
maximum value for their investment in Wesley Jessen, we encourage shareholders
to tender their shares now into the Bausch & Lomb offer."

                                     # # #

Investor Relations Contact:
Angela Panzarella
716-338-6025 office
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This news release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of Wesley Jessen common
stock. The solicitation of offers to buy Wesley Jessen common stock is only made
pursuant to the Offer to Purchase and related materials that Bausch & Lomb has
made available to Wesley Jessen stockholders and have filed with the SEC as part
of the tender offer statement. Wesley Jessen stockholders are able to obtain the
tender offer statement, including the Offer to Purchase and related materials,
for free at the SEC's Web site at www.sec.gov. Wesley Jessen stockholders are
urged to carefully read those materials prior to making any decisions with
respect to the offer.
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This release contains some forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any further disclosures we make on related subjects in our 10-Q, 8-K
and 10-K reports to the SEC.
- ------------------------------------------------------------------------------
Bausch & Lomb Incorporated is the preeminent global technology-based healthcare
company for the eye, dedicated to helping consumers see, look and feel better
through innovative technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, contact lens-care products, products for
ophthalmic surgery and pharmaceutical products. The company is advantaged with
some of the most respected brands in the world starting with its name, Bausch &
Lomb(R), and including SofLens(TM), PureVision(TM), Boston(R), ReNu(R), and
Storz(R). Founded in 1853 in Rochester, N.Y., where it continues to have its
headquarters, the company has annual revenues of approximately $1.8 billion and
employs approximately 12,000 people in 35 countries. Bausch & Lomb products are
available in more than 100 countries around the world. Additional information
about the company can be found on Bausch & Lomb's Worldwide Web site at
http://www.bausch.com.
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