United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Bausch & Lomb Incorporated
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(Name of Issuer)
Common Stock, $0.40 par value
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(Title of Class of Securities)
071707-10-3
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(CUSIP Number)
December 31, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act.
Schedule 13G
CUSIP No. 071707-10-3
1. NAME OF REPORTING PERSON.
Institutional Capital Corporation
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
36-3797034
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Delaware corporation; Illinois place of business
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
4,058,222
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
4,333,722
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
4,333,722
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
7.8%
12. TYPE OF REPORTING PERSON.
IA
Schedule 13G
CUSIP No. 071707-10-3
1. NAME OF REPORTING PERSON.
Robert H. Lyon
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
309-48-6024
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
4,058,222
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
4,333,722
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
4,333,722
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
7.8%
12. TYPE OF REPORTING PERSON.
IN
CUSIP No. 071707-10-3
ITEM 1(a). NAME OF ISSUER
Bausch & Lomb Incorporated
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
One Bausch & Lomb Place
Rochester, New York 14604-2701
ITEM 2(a). NAME OF PERSON FILING
1) Institutional Capital Corporation
2) Robert H. Lyon
Attached as Exhibit 1 is a copy of an agreement
between the persons filing (as specified above) that
this Schedule 13G is being filed on behalf of each
of them.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF EACH OF
THE PERSONS SPECIFIED IN 2(a) ABOVE:
225 West Wacker Drive, Suite 2400
Chicago, Illinois 60606
ITEM 2(c). CITIZENSHIP
Institutional Capital Corporation - Delaware
corporation; Illinois place of business
Robert H. Lyon - U.S.A.
ITEM 2(d). TITLE OR CLASS OF SECURITIES
Common Stock, $0.40 par value
ITEM 2(e). CUSIP NUMBER
071707-10-3
ITEM 3. If this statement is filed pursuant to Sections
13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section
8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
(e) [X]* An investment adviser in accordance with
Section 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with Section 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company;
(j) [ ] Group, in accordance with Section 13d-
1(b)(1)(ii)(j).
* Institutional Capital Corporation is
an investment advisor registered under
Section 203 of the Investment Advisers
Act of 1940. Robert H. Lyon is the
President and majority shareholder of
Institutional Capital Corporation. (Mr.
Lyon is joining in this filing on
Schedule 13G pursuant to Rule 13d-
1(k)(1).)
ITEM 4. OWNERSHIP
Reference is made to Items 5-11 on the cover
sheet of this Schedule 13G.
Institutional Capital Corporation has been
granted discretionary dispositive power over
its clients' securities and is some instances
has voting power over such securities. Any
and all discretionary authority which has
been delegated to Institutional Capital
Corporation may be revoked in whole or in
part at any time.
Mr. Lyon is joining in this Schedule 13G and
reporting beneficial ownership of the same
securities beneficially owned by
Institutional Capital Corporation, as a
result of his position with and stock
ownership in Institutional Capital
Corporation. See Item 8.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
1)Neither Institutional Capital Corporation, nor Mr.
Lyon serves as custodian of the assets of any of
Institutional Capital Corporation's clients;
accordingly, in each instance only the client or
client's custodian or trustee bank has the right to
receive dividends paid with respect to and proceeds
from the sale of, such securities.
The ultimate power to direct the receipt
of dividends paid with respect to, and the
proceeds from the sale of, such securities
is vested in the individual and
institutional clients for which
Institutional Capital Corporation serves
as investment advisor. Any and all
discretionary authority which has been
delegated to Institutional Capital
Corporation may be revoked in whole or in
part at any time.
Not more than 5% of the class of such
securities is owned by any one of such
clients subject to the investment advice
of Institutional Capital Corporation or
its affiliates.
2)With respect to securities owned by any one of the
ICAP Funds, only UMB Bank, as custodian for each of
such Funds, has the right to receive dividends paid
with respect to, and proceeds from the sale of such
securities. No other person is known to have such
right, except that the shareholders of each such Fund
participate proportionately in any dividends and
distributions so paid.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Institutional Capital Corporation, a Delaware
corporation, is an investment advisor
registered under Section 203 of the
Investment Advisers Act of 1940. Mr. Lyon is
President of Institutional Capital
Corporation and beneficially owns 51% of
Institutional Capital Corporation's
outstanding voting securities. Mr. Lyon is
joining in this Schedule 13G because, as a
result of his position with and ownership of
securities of Institutional Capital
Corporation, Mr. Lyon could be deemed to have
voting and/or investment power with respect
to the shares beneficially owned by
Institutional Capital Corporation. Neither
the filing of this joint Schedule 13G nor any
information contained herein shall be
construed as an admission by Mr. Lyon of his
control or power to influence the control of
Institutional Capital Corporation.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
By signing below the undersigned (i) certify
that, to the best of their knowledge and
belief, the securities reported herein were
acquired in the ordinary course of business
and were not acquired for the purpose of and
do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in
connection with or as a participant in any
transaction having such purposes or effect
and (ii) hereby declare and affirm that the
filing of this Schedule 13G shall not be
construed as an admission that either of the
reporting persons is the beneficial owner of
the securities reported herein, which
beneficial ownership is hereby expressly
denied (except for such shares, if any,
reported herein as beneficially owned by
Institutional Capital Corporation, for its
own accord or by Mr. Lyon for his individual
account and not as a result of his position
with and ownership of securities of
Institutional Capital Corporation).
SIGNATURE
After reasonable inquiry and to the best of
our knowledge and belief, the undersigned
certify that the information set forth in
this statement is true, complete and correct.
Dated: January 31, 2001
/s/ Pamela H. Conroy
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Pamela H. Conroy
Senior Vice President and Treasurer
Institutional Capital Corporation
/s/ Robert H. Lyon
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Robert H. Lyon
President
Institutional Capital Corporation
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended,
each of the undersigned hereby agrees to the
joint filing with the other reporting person
of a statement on Schedule 13G (including
amendments thereto) with respect to the
Common Stock, $0.40 par value, of Bausch &
Lomb Incorporated and that this Agreement be
included as an Exhibit to such joint filing.
This Agreement may be executed in any number
of counterparts all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement this 31st day of
January, 2001.
/s/ Pamela H. Conroy
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Pamela H. Conroy
Senior Vice President and Treasurer
Institutional Capital Corporation
/s/ Robert H. Lyon
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Robert H. Lyon
President
Institutional Capital Corporation