UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Amendment
No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BAUSCH & LOMB INCORPORATED
(Name of Subject Company (Issuer) and
Filing Person (Issuer))
2004 Senior Convertible Securities due 2023
Floating Rate Convertible Senior Notes due 2023
(Title of Class of Securities)
071707AM5 and 071707AK9
(CUSIP Number of Class of Securities)
Robert B. Stiles, Esq.
Senior Vice President and General Counsel
Bausch & Lomb Incorporated
One Bausch & Lomb Place
Rochester, New York 14604
(583) 338-1600
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
With a Copy to:
David Lopez, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
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Transaction valuation* |
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Amount of filing fee |
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$196,597,000 |
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$6,035.53 |
* The transaction value shown is only for the purpose of calculating the filing fee. The amount shown assumes that $155,902,000 aggregate principal amount of the 2004 Senior Convertible Securities due 2023 are purchased at the offer price of $1,216.14 per $1,000 principal amount plus accrued and unpaid interest up to but excluding October 19, 2007 and that $4,098,000 aggregate principal amount of the Floating Rate Convertible Senior Notes due 2023 are purchased at the offer price of $1,216.14 per $1,000 principal amount plus accrued and unpaid interest up to but excluding October 19, 2007. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal year 2007, equals $30.70 per million of the transaction valuation.
x Check 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.
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Amount Previously Paid: $6,035.53 |
Filing Party: Bausch & Lomb Incorporated |
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Form or Registration No.: Schedule TO-I |
Date Filed: September 20, 2007 |
o Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
x issue tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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: o
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Bausch & Lomb Incorporated, a New York corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on September 20, 2007, as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by the Company with the Commission on October 9, 2007 (as so amended, the “Schedule TO”), in connection with the offers (the “Offers”) by the Company to purchase for cash any and all of the Company’s outstanding 2004 Senior Convertible Securities due 2023 and Floating Rate Convertible Senior Notes due 2023 (together, the “Securities”). The Offers are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement for the Securities dated as of September 19, 2007, as amended as of October 9, 2007 (as so amended, the “Offer to Purchase”), and the related Letter of Transmittal and Consent dated as of September 19, 2007. Capitalized terms used herein but not defined have the meanings ascribed to such terms in the Offer to Purchase.
Except as provided herein, this Amendment does not alter the terms and conditions previously set forth in the Schedule TO, and should be read in conjunction with the Schedule TO, including all exhibits filed therewith.
INTRODUCTORY STATEMENT
The Introductory Statement of the Schedule TO is hereby amended and supplemented by adding the following language:
The Expiration Date has been extended from 8:00 a.m., New York City time, on October 19, 2007, until 8:00 a.m., New York City time, on October 26, 2007, unless otherwise terminated or further extended.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of the Schedule TO, which incorporates by reference the information set forth in the Offer to Purchase under “Summary” is hereby amended and supplemented by adding the following language:
The Expiration Date has been extended from 8:00 a.m., New York City time, on October 19, 2007, until 8:00 a.m., New York City time, on October 26, 2007, unless otherwise terminated or further extended.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. Item 4 of the Schedule TO, which incorporates by reference, among other things, the information set forth in the Offer to Purchase under “Summary” and “The Offers” is hereby amended and supplemented by adding the following language:
The Expiration Date has been extended from 8:00 a.m., New York City time, on October 19, 2007, until 8:00 a.m., New York City time, on October 26, 2007, unless otherwise terminated or further extended.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(1)(iv) Press Release issued by the Company on October 18, 2007.
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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.
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BAUSCH & LOMB INCORPORATED |
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By: |
/s/ Efrain Rivera |
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Name: |
Efrain Rivera |
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Title: |
Senior Vice President & Chief Financial Officer |
Dated: October 18, 2007
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EXHIBIT INDEX
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Description |
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(a)(1)(i) |
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Offer to Purchase and Consent Solicitation Statement dated September 19, 2007, as amended as of October 9, 2007.* |
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(a)(1)(ii) |
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Letter of Transmittal and Consent.* |
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(a)(1)(iii) |
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Press Release issued by the Company on September 19, 2007.* |
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(a)(1)(iv) |
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Press Release issued by the Company on October 18, 2007.** |
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(b) |
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None. |
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(d)(1) |
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Definitive Proxy Statement on Schedule 14A filed with the SEC on August 14, 2007 (incorporated herein by reference). |
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(d)(2) |
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Proxy Statement Supplements filed with the SEC on August 31, 2007 (incorporated herein by reference). |
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(g) |
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None. |
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(h) |
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None. |
* Previously filed.
** Filed herewith.
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