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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. 9
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. 9 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 25, 2000, Bausch & Lomb issued a press release (i)
reiterating that, if by May 31, 2000, Wesley Jessen does not enter into
negotiations with Bausch & Lomb, or if less than a majority of Shares have been
tendered, Bausch & Lomb will let the Improved Offer expire on that date without
purchasing any Shares and (ii) encouraging Wesley Jessen stockholders to tender
their Shares into the Improved Offer. A copy of the press release is filed as
Exhibit (a)(16) hereto and is incorporated herein by reference.
ITEM 12. Exhibits
Item 12 is hereby amended and supplemented with the following
information:
Exhibit (a)(16): Text of the press release issued by Bausch & Lomb,
dated May 25, 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 25, 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.
(a)(16) Text of the press release issued by Bausch & Lomb,
dated May 25, 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 ENCOURAGES WESLEY JESSEN SHAREHOLDERS TO
TENDER SHARES
FOR RELEASE THURSDAY, MAY 25, 2000
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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.
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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 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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