-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QjkFcW/7vi/U4k/taNfDhDivnQUTObh5IlQm7WQQ4o4LIiqxqAy/OT15A6uba0xs 5TzArb68Mjh2x1bRWyQTFg== /in/edgar/work/20000630/0000947871-00-000453/0000947871-00-000453.txt : 20000920 0000947871-00-000453.hdr.sgml : 20000920 ACCESSION NUMBER: 0000947871-00-000453 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY JESSEN VISIONCARE INC CENTRAL INDEX KEY: 0001027584 STANDARD INDUSTRIAL CLASSIFICATION: [3851 ] IRS NUMBER: 364023739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-52301 FILM NUMBER: 666696 BUSINESS ADDRESS: STREET 1: 333 EAST HOWARD AVE CITY: DES PLAINES STATE: IL ZIP: 60018-5903 BUSINESS PHONE: 8472943000 MAIL ADDRESS: STREET 1: 333 EAST HOWARD AVE CITY: DES PLAINES STATE: IL ZIP: 60018-5903 FORMER COMPANY: FORMER CONFORMED NAME: WESLEY JESSEN HOLDING INC DATE OF NAME CHANGE: 19961126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS INC CENTRAL INDEX KEY: 0001030617 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: SCHWARZWALDALLEE 215 STREET 2: 4002 BASEL CITY: SWITZERLAND BUSINESS PHONE: 2128302413 MAIL ADDRESS: STREET 1: SCHWARZWALDALLEE 215 STREET 2: 4002 BASEL CITY: SWITZERLAND STATE: V8 SC TO-T/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMENDMENT NO. 2 Wesley Jessen VisionCare, Inc. (Name of Subject Company (Issuer)) WJ Acquisition Corp. NOVARTIS AG (Names of Filing Persons (Offerors)) Common Stock, Par Value $0.01 Per Share Preferred Share Purchase Rights (Title of Class of Securities) 951018100 (CUSIP Number of Class of Securities) Robert Thompson WJ Acquisition Corp. Novartis AG c/o Novartis Corporation 608 Fifth Avenue New York, NY 10020 (212) 307-1122 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: David W. Heleniak, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $783,887,758.50 $156,777.56 - -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $38.50, the per share tender offer price, by 20,360,721, the sum of (i) 17,671,246 currently outstanding shares of Common Stock sought in the Offer, (ii) outstanding options with respect to 2,677,475 shares of Common Stock and (iii) 12,000 shares of Common Stock that could be purchased under the Company's employee discount purchase plans, in each case as of May 23, 2000. ** Calculated as 1/50 of 1% of the transaction value. |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: $156,777.56 Filing Party: Novartis AG Form or Registration No.: Schedule TO Date Filed: June 6, 2000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes 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: This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Commission") on June 6, 2000, as amended (the "Schedule TO") by Novartis AG, a Swiss corporation ("Parent"), and WJ Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, including the associated preferred share purchase rights (together, the "Shares"), of Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company"), at a purchase price of $38.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 6, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively 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 to such terms in the Offer to Purchase and the Schedule TO. Item 4. Terms of the Transaction Item 4 of the Schedule TO is hereby amended and supplemented by including the following information: On June 30, 2000, CIBA Vision Corporation, an indirect wholly owned subsidiary of Parent ("CIBA Vision"), issued a press release announcing the extension of the Offer to 12:00 midnight, New York City time, on Tuesday, July 25, 2000. The Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Monday, July 3, 2000. A copy of the press release issued by CIBA Vision and the Company with respect to the foregoing is filed herewith as Exhibit (a)(9) and is incorporated herein by reference. Item 11. Additional Information Item 11 of the Schedule TO is hereby amended and supplemented by including the following information: On June 30, 2000, Parent and the Company received a request for additional information (a "Second Request") from the Federal Trade Commission with respect to the Offer. Accordingly, the waiting period under the HSR Act will expire ten days after Parent substantially complies with the Second Request or upon earlier termination by the Federal Trade Commission. A copy of the press release issued by CIBA Vision and the Company with respect to the foregoing is filed herewith as Exhibit (a)(9) and is incorporated herein by reference. Item 12. Materials to be filed as Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by including the following information: (a)(9) Joint Press Release issued by CIBA Vision Corporation and the Company on June 30, 2000. 2 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: June 30, 2000 WJ ACQUISITION CORP. By: /s/ Robert Thompson ------------------------------------------------- Name: Robert Thompson Title: Chief Executive Officer and President NOVARTIS AG By: /s/ Urs Barlocher ------------------------------------------------- Name: Urs Barlocher Title: General Counsel By: /s/ Martin P. Henrich ------------------------------------------------ Name: Martin P. Henrich Title: Associate General Counsel 3 EXHIBIT INDEX Exhibit No. - ---------- *(a)(1) Offer to Purchase, dated June 6, 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) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Summary Advertisement as published in The Wall Street Journal on June 6, 2000. *(a)(8) Joint Press Release issued by CIBA Vision Corporation, an indirect wholly owned subsidiary of Parent, and the Company on May 30, 2000. (a)(9) Joint Press Release issued by CIBA Vision Corporation and the Company on June 30, 2000. (b) None. *(d)(1) Agreement and Plan of Merger, dated as of May 30, 2000, among Parent, Purchaser and the Company. *(d)(2) Confidentiality Agreement, dated May 10, 2000, between CIBA Vision Corporation and the Company. (g) None. (h) None. - ---------- * Previously filed. Exhibit (a)(9) NOVARTIS AND WESLEY JESSEN RECEIVE U.S. FEDERAL TRADE COMMISSION REQUEST FOR ADDITIONAL INFORMATION AND NOVARTIS EXTENDS TENDER OFFER Atlanta, GA, and Des Plaines, IL, June 30, 2000 - CIBA Vision Corporation, the eye care unit of Novartis AG (NYSE: NVS), and Wesley Jessen VisionCare, Inc. (NASDAQ: WJCO) today jointly announced that Novartis and Wesley Jessen have received a request for additional information and documentary material from the Federal Trade Commission. The waiting period under the Hart-Scott-Rodino Act will expire ten days after Novartis substantially complies with the FTC's request or upon earlier termination of the waiting period by the FTC. Novartis and Wesley Jessen are in continuing discussions with the FTC and hope to resolve the matter promptly. CIBA Vision also announced that WJ Acquisition Corp., an indirect wholly owned subsidiary of Novartis, is extending the offer to acquire all outstanding shares of common stock of Wesley Jessen (and associated preferred share purchase rights) to 12:00 midnight, New York City time, on July 25, 2000. The offer was previously scheduled to expire at 12:00 midnight, New York City time, on Monday, July 3, 2000. Based on the latest count of tendered shares, approximately 5,705,361 shares of Wesley Jessen common stock (and associated preferred share purchase rights) have been tendered and not withdrawn pursuant to the tender offer. In accordance with the terms of the Offer to Purchase, dated June 6, 2000, WJ Acquisition Corp. is exercising its option to extend the offer to allow stockholders who have not previously tendered to tender their shares. As a consequence of the extension of the expiration date, holders of Wesley Jessen common stock may tender or withdraw shares until 12:00 midnight, on July 25, 2000, unless the offer is further extended. The tender offer is being made through, and the foregoing is qualified in its entirety by reference to, Novartis' Offer to Purchase, dated June 6, 2000, and the related letter of transmittal. Wesley Jessen stockholders should read such documents completely prior to making any decision as to the tender offer. FORWARD LOOKING STATEMENTS The foregoing communications contain forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 (the "Safe Harbor Provisions"). CIBA Vision and Wesley Jessen are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. The Safe Harbor Provisions are not applicable to the foregoing communications to the extent that they constitute tender offer materials and have not been judicially determined to be applicable to such communications to the extent that they constitute soliciting materials. 1 FOR FURTHER INFORMATION PLEASE CONTACT: CIBA Vision Corporation Kristie Madara (678) 415-3646 Wesley Jessen Kevin Ryan, CEO Edward Kelley, CFO (847) 294-3000 George Sard/David Reno Sard Verbinnern & Co. (212) 687-8080 2 -----END PRIVACY-ENHANCED MESSAGE-----