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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. 8
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
$723,195,855 $ 144,640
* 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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This Amendment No. 8 amends and supplements the Tender Offer
Statement on Schedule TO, as amended and supplemented, 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 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.
ITEM 11. Additional Information
On May 19, 2000, Bausch & Lomb issued a press release announcing
that (i) it was disappointed by the Wesley Jessen Board's recommendation that
Wesley Jessen stockholders not tender their Shares into Bausch & Lomb's Improved
Offer, (ii) that it remains committed to the Improved Offer and (iii) that it
will continue to make the case to Wesley Jessen stockholders that the Improved
Offer represents the highest value available for the company. In addition,
Bausch & Lomb announced that it will file on May 19, 2000 preliminary proxy
materials to elect three nominees to Wesley Jessen's Board. A copy of the press
release is filed as Exhibit (a)(15) hereto and is incorporated herein by
reference.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(15): Text of the press release issued by Bausch & Lomb,
dated May 19, 2000.
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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 19, 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.
*(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.
(a)(15) Text of the press release issued by Bausch & Lomb,
dated May 19, 2000.
(d) None.
(g) None.
(h) Not applicable.
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* Previously filed.
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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
