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.
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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)
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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.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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NEWS [BAUSCH & LOMB GRAPHIC]
One Bausch & Lomb Place
Rochester, NY 14604-2701
For further information contact:
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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 RESPONDS TO WESLEY JESSEN
Preliminary Proxy Materials To Be Filed Today
FOR RELEASE FRIDAY, MAY 19, 2000
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ROCHESTER, N.Y. - Bausch & Lomb (NYSE: BOL) gave the following
statement in connection with Wesley Jessen's Board of Directors'
recommendation that Wesley Jessen shareholders not tender their shares into
Bausch & Lomb's $35.55 per share cash tender offer for all the outstanding
shares of Wesley Jessen VisionCare, Inc. (Nasdaq: WJCO).
"We are disappointed by Wesley Jessen's position regarding our premium
offer. We had hoped that the past month would have provided sufficient time for
W-J to conclude its third party discussions and recommend our offer to its
shareholders," said William M. Carpenter, chairman and chief executive officer
of Bausch & Lomb. "Nonetheless, we remain committed to our offer to acquire
Wesley Jessen and ask W-J to provide its shareholders with a sufficient amount
of information, prior to the expiration of our tender offer, to evaluate our
offer in the context of any competing alternatives."
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"We will continue to make the case to Wesley Jessen shareholders that our
offer represents the highest value available for the company. In that regard, we
strongly encourage all Wesley Jessen shareholders to tender their shares in
support of our offer and as a message to the Board of Directors that they expect
our offer to be embraced by the Wesley Jessen Board in the absence of a superior
offer to acquire the company. As a further indication of our commitment to this
transaction, we will file today our preliminary proxy materials to elect three
members to Wesley Jessen's Board of Directors at its annual meeting, which is
scheduled for June 23, 2000," Carpenter concluded.
Bausch & Lomb reiterated that if by May 31, 2000 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 intends to let its offer expire
on that date, without purchasing any Wesley Jessen shares.
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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.
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Bausch & Lomb Incorporated is the preeminent global technology-based healthcare
company for the eye, dedicated to helping consumers see, look and feel better
through innovative technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, 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 SofLens66(TM), PureVision(TM), Boston(R), ReNu(R), and
Storz(R). Founded in 1853 in Rochester, N.Y., where it continues to have its
headquarters, the company has pro-forma annual revenues of approximately $1.8
billion and employs approximately 12,000 people in 35 countries. Bausch & Lomb
products are available in more than 100 countries around the world. Additional
information about the company can be found on Bausch & Lomb's Worldwide Web site
at http://www.bausch.com. CF28-0500
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