March 15, 1996
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Bausch & Lomb Incorporated
File No. 1-4105
Dear Sirs:
On behalf of Bausch & Lomb Incorporated (the "Company"), the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 25, 1993 is being transmitted electronically to you, in
accordance with EDGAR, for filing pursuant to Section 13 of the
Securities Exchange Act of 1934.
The filing fee of $250.00 has been transferred to the Commission's
account at Mellon Bank in Pittsburgh, Pennsylvania.
One complete copy of the Annual Report on Form 10-K/A,
manually signed, including financial statements,
financial statement schedules, exhibits and all other
papers and documents filed as a part thereof, and one
additional copy without exhibits, are also being filed
by copy of this letter with the New York Stock
Exchange, on which the Company's Common Stock is
registered.
If you have any questions relating to this letter,
please contact Jean F. Geisel, Assistant Secretary of
the Company, at (716) 338-6010.
Very truly yours,
/s/ Stephen A. Hellrung
Stephen A. Hellrung
Vice President and General Counsel
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
_____________________
For the fiscal year ended Commission file number
December 25, l993 1-4105
BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in its charter)
NEW YORK 16-0345235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604-2701
(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code:(716) 338-
6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $.40 par value New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act: None
[Cover page 1 of 2 pages]
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [ X ] No ___
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K/A or any amendment to this Form 10-K/A. [ X ]
The aggregate market value (based on the consolidated
tape closing price on February 11, 1994) of the voting stock
held by non-affiliates of the registrant was $3,056,170,482.
For the sole purpose of making this calculation, the term
"non-affiliate" has been interpreted to exclude directors and
corporate officers. Such interpretation is not intended to
be, and should not be construed to be, an admission by Bausch
& Lomb Incorporated or such directors or corporate officers
that such directors and corporate officers are "affiliates"
of Bausch & Lomb Incorporated, as that term is defined under
the Securities Act of 1933.
The number of shares of common stock of the registrant,
outstanding as of February 11, 1994 was 59,150,228,
consisting of 58,632,444 shares of Common Stock and 517,784
shares of Class B Stock, which are identical with respect to
dividend and liquidation rights, and vote together as a
single class for all purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II The Bausch & Lomb 1993 Annual Report to
Shareholders for fiscal year ended December 25, 1993 ("Annual
Report"). With the exception of the pages of the Annual
Report specifically incorporated by reference herein, the
Annual Report is not deemed to be filed as a part of this
Report on Form 10-K/A.
Part III Bausch & Lomb Incorporated Proxy Statement,
dated March 21, 1994 ("Proxy Statement"). With the exception of
the pages of the Proxy Statement specifically incorporated by
reference herein, the Proxy Statement is not deemed to be filed
as part of this Report on Form 10-K/A.
[Cover page 2 of 2 pages]
TABLE OF CONTENTS
PART I PAGE
Item 1. Business ................................ 1
Item 2. Properties .............................. 5
Item 3. Legal Proceedings ....................... 7
Item 4. Submission of Matters to a Vote
of Shareholders ......................... 9
PART II
Item 5. Market for Bausch & Lomb Incorporated's
Common Stock and Related Shareholder
Matters ................................. 9
Item 6. Selected Financial Data ................. 9
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations................ 9
Item 8. Financial Statements and
Supplementary Data ...................... 9
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure ................ 9
PART III
Item 10. Directors and Executive Officers
of Bausch & Lomb Incorporated............ 10
Item 11. Executive Compensation .................. 13
Item 12. Security Ownership of Certain
Beneficial Owners and Management ........ 13
Item 13. Certain Relationships and
Related Transactions .................... 13
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K .... 13
Signatures ......................................... 15
Schedules .......................................... S-1
Exhibit Index ...................................... E-1
Exhibits........... (Attached to this Report on Form 10-K/A)
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Bausch & Lomb Incorporated is a world leader in the
development, manufacture and marketing of products and
services for the personal health, medical, biomedical and
optics fields.
Bausch & Lomb was incorporated in the State of New York
in 1908 to carry on a business which was established in 1853.
Its principal executive offices are located in Rochester, New
York. Unless the context indicates otherwise, the terms
"Bausch & Lomb" and "Company" as used herein refer to Bausch
& Lomb Incorporated and its consolidated subsidiaries.
Highlights of the general development of the business of
Bausch & Lomb Incorporated during 1993 are discussed below.
The Company experienced good progress in 1993. Sales
increased to $1,830 million, 7% above the 1992 amount of
$1,709 million. Including restructuring charges in 1993,
earnings amounted to $139 million or $2.31 per share.
Excluding these charges, earnings advanced to $175 million, a
2% increase over the 1992 amount of $171 million. Earnings
per share of $2.92 in 1993 excluding restructuring charges
advanced 3% over the 1992 amount of $2.84 per share
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Information concerning sales, business segment earnings
and identifiable assets attributable to each of Bausch &
Lomb's reportable industry segments is set forth on pages 34-
40 and 51-52 of the Annual Report and is incorporated herein
by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
Bausch & Lomb's operations have been classified into two
industry segments: Healthcare and Optics. Below is a
description of each segment and information to the extent
that it is material to an understanding of the Company's
business taken as a whole. In addition, pages 22-32 of the
Annual Report are incorporated herein by reference.
Healthcare
The Healthcare segment includes personal health, medical
and biomedical products. In the personal health area, major
lines include solutions used for the care of contact lenses
and for the relief of eye irritation, contact lens
accessories, Clear Choice mouthwash, certain over-the-counter
pharmaceutical products, the Interplak power toothbrushes and
other oral care products, and Curel and Soft Sense skin care
products. Medical products include contact lenses and lens
materials, prescription drugs, the Miracle-Ear line of
hearing aids and Steri-Oss dental implants. Biomedical
products include purpose-bred laboratory animals for
biomedical research, products derived from specific pathogen-
free eggs, and a variety of other biotechnical and
professional services provided to the scientific research
community.
The Company markets its personal health products in the
U.S. to practitioners through its own sales force and through
drug stores, food stores, and mass merchandisers. Personal
health products are also marketed through an extensive
international marketing organization. Distribution in many
other countries is accomplished through distributors or
dealers. Medical products are marketed through the Company's
sales force to eyecare and dental care practitioners,
independent optical laboratories, and hospitals. Hearing
aids are distributed through the Miracle-Ear franchise
system. Sales to pharmacies are handled by drug wholesalers,
while marketing of medical products outside the U.S. is
accomplished through the Company's extensive international
marketing organization. In some countries, distribution is
handled through dealers or distributors. Biomedical products
are sold primarily through the Company's sales force
worldwide.
The Company acquired Steri-Oss, Inc., a California
manufacturer of dental implants, during the first quarter of
1993. The breadth and quality of its line of coated and
uncoated titanium implants has earned Steri-Oss an excellent
reputation among dental professionals.
During the second quarter of 1993, Bausch & Lomb
acquired the Curel and Soft Sense lines of skin care products
from S. C. Johnson and Son, Inc. These lines are expected to
benefit from the Company's marketing and distribution
expertise.
The acquisition of Dahlberg, Inc. during the third
quarter of 1993 expanded Bausch & Lomb's participation in the
hearing care field. Dahlberg is the maker of the Miracle-Ear
line of hearing aids, a widely recognized hearing aid brand
name, which has over 1,000 franchised locations in the U.S.
During the fourth quarter of 1993, the Company received
licenses to product several generic pharmaceuticals in its
state-of-the-art, aseptic manufacturing plant in Tampa,
Florida. Additional approvals are anticipated during 1994.
The Company introduced the Occasions line of contact
lenses in 1993. Occasions are worn only once before being
discarded and will be especially beneficial in selected
situations when contact lenses are preferred over spectacles.
Vivivit Q10 vitamins were introduced in Germany by the
Company's Dr. Mann Pharma subsidiary during the second half
of 1993. Favorable trade acceptance of this product led to a
successful launch.
Optics
The principal products of the Company's Optics segment
include sunglasses, binoculars, riflescopes, telescopes and
optical thin film applications and products.
Optical products are distributed worldwide through
distributors, wholesalers, manufacturers' representatives,
and independent sales representatives. These products are
also distributed through the Company's sales force to optical
stores, department stores, catalog showrooms, mass
merchandisers, sporting goods stores and, in the case of
optical thin films, to a variety of industrial customers.
During 1993, the Company launched the Ray-Ban Survivors
line of sunglasses. These products feature DiamondHard lens
coatings which render glass lenses more scratch resistant.
These sunglasses met with good acceptance among active,
outdoor oriented consumers.
The Company also introduced the Bausch & Lomb Elite
riflescope during the year. It features multi-coated optics,
durable construction and proven accuracy. It is expected to
meet with good aceptance among consumers who demand the
highest quality riflescopes.
Raw Materials and Parts; Customers
Materials and components in both of the Company's
industry segments are purchased from a wide variety of
suppliers and the loss of any one supplier would not
adversely affect the Company's business to a significant
extent. No material part of the Company's business in either
of its industry segments is dependent upon a single or a few
customers.
Patents, Trademarks & Licenses
While in the aggregate the Company's patents are of
material importance to its businesses taken as a whole, no
single patent or patent license or group of patents or patent
licenses relating to any particular product or process is
material to either industry segment. The Company actively
pursues technology development and acquisition as a means to
enhance its competitive position in its business segments.
In the healthcare segment, Bausch & Lomb has developed
significant consumer, eye care professional and dental care
professional recognition of products sold under the Bausch &
Lomb, Sensitive Eyes, ReNu, Boston, SeeQuence, Medalist, The
Boston Lens, Optima, Soflens, Charles River, VAF/Plus and
Interplak trademarks. Bausch & Lomb, Ray-Ban, Wayfarer and
Bushnell are trademarks receiving substantial consumer
recognition in the optics segment.
Seasonality and Working Capital
Some seasonality exists for the Interplak line of power
toothbrushes in the Healthcare segment and for sunglasses and
sports optics products in the Optics segment. During some
periods, the accumulation of inventories of such products in
advance of expected shipments reflects the seasonal nature of
the products. In general, the working capital practices
followed in each of the Company's industry segments are
typical of those businesses.
Competition
Each industry segment is highly competitive in both U.S.
and non-U.S. markets. In both of its segments, Bausch & Lomb
competes on the basis of product performance, quality,
technology, price, service, warranty and reliability. In the
Optics segment, the Company also competes on the basis of
style.
Research and Development
Research and development constitutes an important part
of Bausch & Lomb's activities. In 1993, the Company's
research and development expenditures totaled $58 million, as
compared to $53 million in 1992 and $49 million in 1991.
Environment
Although Bausch & Lomb is unable to predict what
legislation or regulations may be adopted or enacted in the
future with respect to environmental protection and waste
disposal, existing legislation and regulations have had no
material adverse effect on its capital expenditures, earnings
or competitive position. Capital expenditures for property,
plant and equipment for environmental control facilities were
not material during 1993 and are not anticipated to be
material in 1994 or 1995.
Number of Employees
Bausch & Lomb employed approximately 15,900 persons as
of December 25, 1993.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES
Information as to sales, operating earnings and
identifiable assets attributable to each of Bausch & Lomb's
geographic regions, and the amount of export sales in the
aggregate, is set forth on page 51 of the Annual Report and
is incorporated herein by reference.
ITEM 2. PROPERTIES
The principal manufacturing, distribution and production
facilities and other important physical properties of Bausch
& Lomb at March 1, 1994 are listed hereafter and grouped
under the principal industry segment to which they relate.
Certain properties relate to more than one industry segment.
Except where otherwise indicated by footnote, all properties
shown are held in fee and are not subject to major
encumbrances.
HEALTHCARE
Manufacturing Plants Distribution Centers
Yorba Linda, CA (2) Yorba Linda, CA (2)
Sarasota, FL (1) Tampa, FL
Tampa, FL Tucker, GA (2)
Wilmington, MA (2) Golden Valley, MN (1)
Golden Valley, MN (1) Greenville, SC (2)
Hauppauge, NY (2) Lynchburg, VA (2)
Rochester, NY (1),(2) Turtle Lake, WI (1)
(Optics Center)
Greenville, SC
Turtle Lake, WI (1)
North Ryde, Australia (2)
Porto Alegre, Brazil
Rio de Janeiro, Brazil (2)
Kitchener, Canada (2)
Beijing, China (2)
Berlin, Germany
Bhiwadi, India
Jakarta, Indonesia (2)
Waterford, Ireland (2)
Milan, Italy
Umsong-Gun (Seoul), Korea
Naucalcan, Mexico (2)
Barcelona, Spain
Madrid, Spain
Hastings, United Kingdom
Production Facilities
Hollister, CA (2) Brussels, Belgium
Lebanon, CT (2) St. Constant, Canada
Preston, CT (2) Henfield, England
Summerland Key, FL Margate, England
Roanoke, IL (2) L'Arbresle Cedex, France
Wilmington, MA (2) Lyons, France
Windham, ME (2) St. Aubin-les-Elbeuf, France
Portage, MI (2) Extertal, Germany
O'Fallon, MO (2) Kisslegg, Germany
Raleigh, NC (2) Sulzfeld, Germany
Omaha, NE (2) Calco, Italy
Pittsfield, NH (2) Monticello Brienza, Italy
Newfield (Lakeview), NJ (2) Atsugi, Japan
Stone Ridge (Kingston), NY Hino, Japan
Reinholds, PA (2) Tskuba, Japan (2)
Charleston, SC Someren, Netherlands
Houston, TX Barcelona, Spain (2)
Oregon, WI (2)
OPTICS
Manufacturing Plants Distribution Centers
Mountain View, CA (2) Mountain View, CA (2)
Oakland, MD Richmond Hill, Canada (2)
Rochester, NY (1),(2) Broomfield, CO
(Optics Center) Overland Park, KS (2)
Rochester, NY Rochester, NY (1), (2)
(Frame Center) (Optics Center)
San Antonio, TX San Antonio, TX
North Ryde, Australia (2)
Rio de Janeiro, Brazil (2)
Pforzheim, Germany
New Territories, Hong Kong (2)
Bhiwadi, India
Waterford, Ireland (2)
Naucalcan, Mexico (2)
Nuevo Laredo, Mexico (2)
CORPORATE FACILITIES
Rochester, NY
One Chase Square (23rd, 24th, 25th Floors) (2)
Euclid Street (2)
42 East Avenue (2)
Optics Center (1),(2)
1295 Scottsville Road (2)
[FN]
(1) This facility is financed under a tax-exempt financing
agreement.
(2) This facility is leased.
Bausch & Lomb considers that its facilities are suitable
and adequate for the operations involved. All facilities are
being productively utilized.
ITEM 3. LEGAL PROCEEDINGS
1. In June 1990, the Company was served with six
"toxic tort" suits filed against it and approximately 80
other defendants in the 21st Judicial District Court of
Louisiana. These suits, which have been certified as a class
action, alleged claims for personal injury, property damage
and "fear of cancer" from waste allegedly generated by the
Company and others and transported to an oil reclamation site
in Louisiana. Each suit alleges joint and several liability
and claims actual and exemplary damages exceeding 10% of the
current assets of the Company on a consolidated basis, the
Company believes that if its waste is or was present at the
site, such waste would have amounted to approximately 0.1% of
the site's total waste, and that its share of liability, if
any, would be de minimis relative to other defendants'
potential liability and that is is not material to the
financial condition of the Company. On January 25, 1993, the
Company and ten other defendants were dismissed from the
action without prejudice, by a motion of the plaintiffs. It
is probable that either the plaintiffs or one or more of the
defendants will seek to bring the Company back into the
proceedings.
2. Since August 1993, the Company's wholly-owned
subsidiary, Dahlberg, Inc., has been served with seven
lawsuits by individuals seeking to represent a class of
consumers, including one action in the United States District
Court for the Northern District of California, five actions
in the Fourth Judicial District for the State of Minnesota
and one in the Circuit Court, Barbour County, Alabama. Each
action has been brought on behalf of alleged purchasers of
Miracle-Ear hearing aids equipped with the Clarifier
circuitry, which were manufactured and distributed by
Dahlberg. The complaints allege that Dahlberg induced
plaintiffs and others similarly situated to purchase hearing
aids through allegedly false and misleading statements
concerning the performance capabilities of the Clarifier
circuitry. Plaintiffs allege fraud, negligence, and
violation of federal and state statutes and are seeking
compensatory and punitive damages in an unstated amount.
Dahlberg is vigorously contesting the claims of the
plaintiffs, including their claim to be representatives of a
class.
3. In January 1994, the Department of Justice, acting
on behalf of the Federal Trade Commission, commenced an
action in the United States District Court for the District
of Minnesota against Dahlberg, Inc., a wholly-owned
subsidiary of the Company. The FTC is seeking civil
penalties and injunctive relief, claiming that certain
intended use claims in advertisements for hearing aids
equipped with the Clarifier circuitry violated a 1976 consent
order between the FTC and Dahlberg. The action seeks
penalties of up to $10,000 for each publication of the
advertisements. Dahlberg is vigorously contesting both the
FTC's authority to regulate intended use claims for hearing
aids and the allegation that the subject advertising violated
the 1976 consent order.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
Inapplicable.
PART II
ITEM 5. MARKET FOR BAUSCH & LOMB INCORPORATED'S COMMON
STOCK AND RELATED SHAREHOLDER MATTERS
The sections entitled "Dividends" and "Quarterly Stock
Prices" and table entitled "Selected Financial Data" on pages
44, 45 and 64-65, respectively, of the Annual Report are
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on pages 64-
65 of the Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The section entitled "Financial Review" on pages 34-45
of the Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, including the notes thereto,
together with the sections entitled "Report of Independent
Accountants" and "Quarterly Results" of the Annual Report
included on pages 46-63, 63 and 45, respectively, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
BAUSCH & LOMB INCORPORATED
Information with respect to non-officer directors is
included in the Proxy Statement on pages 3-7, and such
information is incorporated herein by reference. Set forth
below are the names, ages (as of March 1, 1994), positions
and offices held by, and a brief account of the business
experience during the past five years of, each executive
officer.
Name and Age Position
Daniel E. Gill (57) Chairman since 1982, Chief Executive
Officer since 1981 and Director since l978.
Ronald L. Zarrella (44) President and Chief Operating
Officer since February, 1993; Executive Vice President (1992-
February, 1993); Senior Vice President and President,
International Division (1987-1993); Vice President and
President, Subsidiary Operations, International Division
(1986-1987), and Director since April, 1993.
Henry L. Foster (68) Senior Vice President since 1988,
and Chairman of the Board since 1947 of Charles River
Laboratories, Inc., a subsidiary of the Company; President
and Chief Executive Officer, Charles River Laboratories, Inc.
(1947-1991); Vice President (1986-1988).
Jay T. Holmes (51) Senior Vice President, Corporate Affairs
since 1983, Secretary since 1981 and Director since l986.
Harold O. Johnson (59) Senior Vice President since l985 and
President, Contact Lens Division since l987; President,
International Operations (1985-1987).
James E. Kanaley (52) Senior Vice President since l985 and
President, Personal Products Division since l987; President,
Professional Eye Care Products Group (l985-l987).
Robert J. Palmisano (49) Senior Vice President since 1992 and
President, Eyewear Division since 1988; Vice President (1984-
1992); President, Sports Optics and Scientific Products Group
(1986-1988).
Carl E. Sassano (44) Senior Vice President since 1992;
Vice President (1986-1992); President, Polymer Technology
Corporation, a subsidiary of the Company (1983-1992).
Peter Stephenson (54) Senior Vice President - Finance
since March 1994; Vice President and Controller (February
1993-February 1994); Vice President and Corporate Treasurer -
Warner Lambert Company (1990-1991); Vice President and
Corporate Controller - Warner Lambert Company (1987-1990).
Frank M. Stotz (63) Senior Vice President since March 1994;
Senior Vice President, Finance 1991 to March 1994; Partner,
Price Waterhouse (1966-1991).
Omar Casal (44) Vice President and President -
Western Hemisphere Division since 1992; General Manager,
Bausch & Lomb IOM S.p.A. (1989-1992); General Manager, Bausch
& Lomb Australia Pty., Ltd. (1985-1989).
James C. Foster (43) Vice President, and President and
Chief Executive Officer of Charles River Laboratories, Inc.,
a subsidiary of the Company, since 1991; Executive Vice
President, Charles River Laboratories (1989-1991); Senior
Vice President, Charles River Laboratories and President,
Charles River Biotechnical Services (1987-1988); President,
Charles River Biotechnical Services and Vice President,
Biotechnical Group (1985-1987).
James P. Greenawalt (44) Vice President, Human Resources
since 1986.
Diane C. Harris (51) Vice President, Corporate
Development since 1981.
Stephen A. Hellrung (46) Vice President and General Counsel
since 1985.
Alexander E. Izzard (56) Vice President and President - Asia-
Pacific Division since 1990; Area Vice President - Far East,
International Division since 1985.
Franklin T. Jepson (46) Vice President, Communications
and Investor Relations since 1986.
Barbara M. Kelley (47) Vice President, Public Affairs since
April, 1993; Staff Vice President, Public Affairs (1991-
1993); Director, Public Affairs (1986-1991).
Alex Kumar (46) Vice President and President -
Europe, Middle East and Africa Division since 1989; Vice
President, Europe, Middle East and Africa, International
Division since 1988; Vice President, European Subsidiary
Operations, International Division (1987-1988); Area Vice
President, Europe, International Division (1986-1987).
Jon M. Larson (60) Vice President since 1981 and Vice
President, Quality since 1987; Vice President, Regulatory
Affairs (1989-1991); Vice President, Technical Services,
International Operations (1986-1987).
Stephen C. McCluski (41) Vice President and Controller since
March 1994; President - Outlook Eyewear Company (1992-
February 1994); Vice President - Controller, Eyewear Division
(1989-1992).
B. Joseph Messner (41) Vice President since 1989 and
President, Sports Optics Division since 1988; Vice President
Operations, Sports Optics Division (1987-1988); Vice
President and Controller, Sunglass Division (1984-1987).
Alan H. Resnick (50) Vice President and Treasurer since
1986.
Thomas M. Riedhammer (45) Vice President and President -
Worldwide Pharmaceuticals since January 1994; Vice President
and President - Pharmaceutical Division (1992-1993); Vice
President - Research and Development, Pharmaceutical Division
(1991-1992); Vice President, Paco Pharmaceutical Services,
Inc. and President, Paco Research Corp. (1986-1991).
Robert F. Thompson (40) Vice President since December 1993
and President Polymer Technology Corporation, a subsidiary of
the Company (1992-1993); Vice President - U.S. Business
Operations, Polymer Technology Corporation (1991-1992); Vice
President - Marketing, Polymer Technology Corporation (1988-
1991).
James J. Ward (56) Vice President - Audit Services
since February, 1993; Vice President (1984-1993); Controller
(1985-1993).
Except for Henry and James Foster, who are father and
son, there are no family relationships among the persons
named above. All officers serve on a year-to-year basis
through the day of the annual meeting of shareholders of the
Company, and there is no arrangement or understanding between
any of the officers of the Company and any other persons
pursuant to which such officer was selected as an officer.
ITEM 11. EXECUTIVE COMPENSATION
The portions of the "Executive Compensation" section
entitled "Compensation Tables" and "Defined Benefit
Retirement Plans", the second through fourth paragraphs of
the section entitled "Board of Directors", and the second
paragraph of the section entitled "Related Transactions and
Employment Contracts" included in the Proxy Statement on
pages 15-21, 1-2 and 21, respectively, are incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The section entitled "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement on
pages 8-9 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Page 5 and the first paragraph of the section entitled
"Related Transactions and Employment Contracts" on page 21 of
the Proxy Statement are incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
The following documents or the portions thereof
indicated are filed as a part of this report.
(a) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES COVERED BY REPORTS OF INDEPENDENT ACCOUNTANTS.
1. Data incorporated by reference in Page in
Item 8 from the Annual Report Annual Report
Report of Independent Accountants 63
Balance Sheet at December 25, 1993
and December 26, 1992 47
For the years ended December 25, 1993,
December 26, 1992 and December 28, 1991:
Statement of Earnings 46
Statement of Cash Flows 48
Notes to Financial Statements 49-63
2. Filed herewith
Report of Independent Accountants
on Financial Statement Schedules Exhibit (24)
For the years ended December 25, 1993,
December 26, 1992 and December 28,
1991:
SCHEDULE II-Amounts Receivable from Page S-1
Related Parties and Underwriters,
Promoters and Employees Other Than
Related Parties
SCHEDULE V-Property, Plant and Page S-2
Equipment
SCHEDULE VI-Accumulated Depreciation Page S-3
and Amortization of Property, Plant
and Equipment
SCHEDULE VIII-Valuation and Qualifying Page S-4
Accounts
SCHEDULE X-Supplementary Income Page S-5
Statement Information
All other schedules have been omitted because the required
information is not present or not present in amounts sufficient
to require submission of the schedule, or because the
information required is included in the consolidated
financial statements or the notes thereto.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during
the last quarter of 1993.
(c) ITEM 601 EXHIBITS
Those exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index immediately
preceding the exhibits filed herewith and such listing is
incorporated herein by reference. Each of Exhibits (10)-a
through (10)-u is a management contract or compensatory plan
or arrangement required to be filed as an exhibit to this
form pursuant to Item 14(c) of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BAUSCH & LOMB INCORPORATED
Date: March 15, 1996 By:/s/ William H. Waltrip
William H. Waltrip
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Principal Executive Officer
Date: March 15, 1996 By:/s/ William H. Waltrip
William H. Waltrip
Chairman,
Chief Executive Officer
and Director
Principal Financial Officer
Date: March 15, 1996 By:/s/ Stephen C. McCluski
Stephen C. McCluski
Senior Vice President,
Finance
Controller
Date: March 15, 1996 By:/s/ Jurij Z. Kushner
Jurij Z. Kushner
Vice President and Controller
Directors
Franklin E. Agnew
William Balderston III
Bradford R. Boss
Ruth R. McMullin
John R. Purcell
Linda Johnson Rice
Alvin W. Trivelpiece
William H. Waltrip
Kenneth L. Wolfe
Date: March 15, 1996 By:/s/Jay T. Holmes
Jay T. Holmes
Attorney-in-Fact and
Director
EXHIBIT INDEX
S-K Item 601 No. Document
(3)-a Certificate of Incorporation of Bausch &
Lomb Incorporated (filed as Exhibit (3)-a to the Company's
Annual Report on Form 10-K for the fiscal year ended December
29, 1985, File No. 1-4105, and incorporated herein by
reference).
(3)-b Certificate of Amendment of Bausch & Lomb
Incorporated (filed as Exhibit (3)-b to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1988, File No. 1-4105, and incorporated herein by reference).
(3)-c Certificate of Amendment of Bausch & Lomb
Incorporated (filed as Exhibit (3)-c to the Company's Annual
report on Form 10-K for the fiscal year ended December 26,
1992, File No. 1-4105, and incorporated herein by reference).
(3)-d By-Laws of Bausch & Lomb Incorporated, as
amended, effective October 28, 1986 (filed as Exhibit (3)-b
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1986, File No. 1-4105, and
incorporated herein by reference).
(4)-a Certificate of Incorporation of Bausch &
Lomb Incorporated (filed as Exhibit (4)-a to the Company's
Annual Report on Form 10-K for the fiscal year ended December
29, 1985, File No. 1-4105, and incorporated herein by
reference).
(4)-b Certificate of Amendment of Bausch & Lomb
Incorporated (filed as Exhibit (4)-b to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1988, File No. 1-4105, and incorporated herein by reference).
(4)-c Certificate of Amendment of Bausch & Lomb
Incorporated (filed as Exhibit (4)-c to the Company's Annual
report on Form 10-K for the fiscal year ended December 26,
1992, File No. 1-4105, and incorporated herein by reference).
(4)-d Form of Indenture, dated as of September
1, 1991, between the Company and Citibank, N.A., as Trustee,
with respect to the Company's Medium-Term Notes (filed as
Exhibit 4-(a) to the Company's Registration Statement on Form
S-3, File No. 33-42858, and incorporated herein by
reference).
(4)-e Rights Agreement between the Company and
The First National Bank of Boston, as successor to Chase
Lincoln First Bank, N.A. (filed as Exhibit 1 to the Company's
Current Report on Form 8-K dated July 25, 1988, File No. 1-
4105, and incorporated herein by reference).
(4)-f Amendment to the Rights Agreement between
the Company and The First National Bank of Boston, as
successor to Chase Lincoln First Bank, N.A. (filed as
Exhibit 1 to the Company's Current Report on Form 8-K dated
July 31, 1990, File No. 1-4105, and incorporated herein by
reference).
(10)-a Change of Control Employment Agreement
with certain executive officers of the Company (filed as
Exhibit (10)-a to the Company's Annual Report on Form 10-K
for the fiscal year ended December 29, 1990, File No. 1-4105,
and incorporated herein by reference).
(10)-b The Bausch & Lomb Incorporated Executive
Incentive Compensation Plan as restated (filed herewith).
(10)-c The Bausch & Lomb Supplemental Retirement
Income Plan I, as restated (filed as Exhibit (10)-e to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1990, File No. 1-4105, and incorporated
herein by reference).
(10)-d The Bausch & Lomb Supplemental Retirement
Income Plan II, as restated (filed as Exhibit (10)-f to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1990, File No. 1-4105, and incorporated
herein by reference).
(10)-e The Bausch & Lomb Supplemental Retirement
Income Plan III (filed as Exhibit (10)-g to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 26, 1992, File No. 1-4105, and incorporated herein
by reference).
(10)-f The Bausch & Lomb Incorporated Long Term
Incentive Program, as restated (filed as Exhibit (10)-g to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1985, File No. 1-4105, and incorporated
herein by reference).
(10)-g Amendment to the Bausch & Lomb
Incorporated Long Term Incentive Program (filed as Exhibit
(10)-i to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(10)-h The Bausch & Lomb Incorporated Long Term
Performance Stock Plan I (filed herewith).
(10)-i Bausch & Lomb Incorporated Long Term
Performance Stock Plan II, as amended (filed herewith).
(10)-j The 1982 Stock Incentive Plan of Bausch &
Lomb Incorporated (filed as Exhibit III-F to the Company's
Annual Report on Form 10-K for the fiscal year ended December
26, 1982, File No. 1-4105, and incorporated herein by
reference).
(10)-k Amendment to the 1982 Stock Incentive
Plan of Bausch & Lomb Incorporated (filed as Exhibit (10)-l
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(10)-l Amendment to the 1982 Stock Incentive
Plan of Bausch & Lomb Incorporated (filed as Exhibit (10)-k
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1990, File No. 1-4105, and
incorporated herein by reference).
(10)-m The 1987 Stock Incentive Plan of Bausch &
Lomb Incorporated (filed as Exhibit I.B to the Company's
Registration Statement on Form S-8, File No. 33-15439, and
incorporated herein by reference).
(10)-n Amendment to the 1987 Stock Incentive
Plan of Bausch & Lomb Incorporated (filed as Exhibit (10)-n
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(10)-o Amendment to the 1987 Stock Incentive
Plan of Bausch & Lomb Incorporated (filed as Exhibit (10)-n
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1990, File No. 1-4105, and
incorporated herein by reference).
(10)-p The 1990 Stock Incentive Plan of Bausch &
Lomb Incorporated, as amended (filed as Exhibit (10)-o to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1990, File No. 1-4105, and incorporated
herein by reference).
(10)-q The Bausch & Lomb Incorporated Director
Deferred Compensation Plan, as restated (filed as Exhibit
(10)-p to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991, File No. 1-4105, and
incorporated herein by reference).
(10)-r The Bausch & Lomb Incorporated Executive
Deferred Compensation Plan, as restated (filed as Exhibit
(10)-q to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991, File No. 1-4105, and
incorporated herein by reference).
(10)-s The Bausch & Lomb Incorporated Executive
Benefit Plan, as amended (filed as Exhibit (10)-t to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1990, File No. 1-4105, and incorporated
herein by reference).
(10)-t The Bausch & Lomb Incorporated Executive
Security Program (filed as Exhibit (10)-s to the Company's
Annual Report on Form 10-K for the fiscal year ended December
30, 1989, File No. 1-4105, and incorporated herein by
reference).
(10)-u The Bausch & Lomb Retirement Benefit
Restoration Plan (filed as Exhibit (10)-t to the company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1991, File No. 1-4105, and incorporated herein by
reference).
(11) Statement Regarding Computation of Per
Share Earnings (filed herewith).
(12) Statement Regarding Computation of Ratio
of Earnings to Fixed Charges (filed herewith).
(13) The Bausch & Lomb 1993 Annual Report to
Shareholders for the fiscal year ended December 25, 1993
(filed herewith). With the exception of the pages of the
Annual Report specifially incorporated by reference herein,
the Annual Report is not deemed to be filed as a part of this
Report on Form 10-K/A
(22) Subsidiaries (filed herewith).
(24) Report of Independent Accountants on
Financial Statement Schedules and Consent of Independent
Accountants (filed herewith).
(25) Power of attorney with respect to the
signatures of directors in this Report on Form 10-K/A(filed
herewith).
(27) Financial Data Schedule (filed herewith)
EXHIBIT (10)-b
THE EXECUTIVE INCENTIVE COMPENSATION PLAN
1.0 INTRODUCTION
The Executive Incentive Compensation Plan is established to
provide incentive compensation in the form of a supplement to
the base salaries of those officers, managers, and key
employees who contribute significantly to the growth and
success of the Company's business; to attract and to retain,
in the employ of the Company, individuals of outstanding
ability; and to align the interests of those who hold
positions of major responsibility in the Company with the
interests of the Company's shareholders.
2.0 ELIGIBILITY
Those members of the executive management group whose duties
and responsibilities contribute significantly to the growth
and success of the Company's business are eligible. This
generally includes all positions in the mid-management/
technical band and above, in Rochester based
divisions or functions. The plan may be adopted by non-
Rochester based divisions.
The participant must be on the payroll in an eligible
position before July 1 of the plan year, to be eligible for
an award.
3.0 DEFINITIONS
3.1 A standard incentive award has been
established for each salary grade or job band and is
expressed as a percentage of period salary (i.e., eligible
base salary earnings for the year). Exhibit I defines
standard percentage schedules.
The standard incentive award is the award payout level which
over time, participants, units and the corporation should
average, and will be the amount which will be used for
financial accrual purposes during the incentive year.
3.2 An approved incentive is the incentive which
has been approved by the Chairman of the Board of directors
and the Committee On Management of the Board to be paid by
the company to the participant.
Actual incentive award amounts, based upon individual
and organizational performance, can vary from 0% for
unacceptable performance, or from a minimum of 25% to a
maximum of 175% of standard. In any event, an award cannot
exceed the maximum.
4.0 MEASURES OF PERFORMANCE
Each organizational unit and eligible participant will set
performance measures. These will be applied for incentive
plan purposes as follows:
Corporation Unit Individual
Senior Staff Officers 100%
Other Staff Officers and
Corporate Staff Participants 50% 50%
Division Officers 25% 75%
Division Participants 50% 50%
4.1 The "Organizational Performance Management System"
(OPMS) has been established to evaluate corporate, division,
and profit center performance for Executive Incentive
Compensation Plan purposes.
The OPMS is based upon specific organizational objectives.
These objectives are to be agreed upon at the beginning of
the plan year. They must be measurable financial categories
such as sales, operating earnings, earnings per share, DSO,
inventory turns, or quantifiable strategic goals, for example
product development, products introduction market share.
Performance levels for 5, 4, 3, 2, and 1 ratings are to be
defined at the beginning of the plan year for each goal.
There will be a pre-determined weighting among the chosen
objectives reflecting the priority of those objectives.
In general, it is expected that the calculated organizational
results will determine the performance rating for the unit.
However, after calculation of year end OPMS results, the CEO
and COO may make a modification of +20% to the calculated
rating, if performance is not accurately reflected in
performance measures (i.e., due to general economic, industry
change, corporate strategy change, natural disaster).
Adjustments must be made in 5% increments.
4.2 The "Individual Performance Management System" (IPMS)
for use with the Executive Incentive Plan will consist of
five or fewer specific individual objectives. These
objectives are to be agreed upon at the beginning of the Plan
year. They must be measurable and generally within the
participant's control. Further, there will be a pre-
determined weighting among the objectives reflecting the
priority of these objectives. Individual performance will be
determined by the participants' supervisor and approved by
the Division/Group Presidents or appropriate corporate staff
function head.
In general, it is expected that the calculated individual
results will determine the performance rating. However, the
unit or functional officer may make an adjustment of +20% to
the calculated ratings if performance is not accurately
reflected in performance measures. Adjustments must be made
in 5% increments.
5.0 DEFINITION OF PERFORMANCE
The following "definitions of performance" are to be utilized
for the plan:
PERFORMANCE
DESIGNATION DEFINITION
5 (maximum) Extraordinary performance
where the objective was
exceeded by a wide margin.
4 (high standard) Excellent performance where
the objective was exceeded.
3 (standard) Successful performance where
the objective was well met.
2 (low standard) Performance fell short of
goal.
1 (minimum) Performance was well below
expectations.
6.0 PROCEDURE FOR BONUS CALCULATION AND APPROVAL
Each participant's total bonus will be calculated as follows:
1) The standard bonus (see Section 3.1) is divided into
appropriate corporation/unit-individual components (as
defined in Section 4.0).
2) For the organizational components;
A. The final rating is converted to a percentage
factor (see Attachment I conversion table).
B. The factor is multiplied by the standard
organizational bonus.
C. There is no organizational award granted if final
rating is below 2.0.
3) For the individual component;
A. The final rating is converted to a percentage
factor (see Attachment III conversion table).
B. The factor is multiplied by the standard
individual bonus.
C. There is no individual award granted if final
rating is below 2.0.
4) To calculate the total bonus, the components are added.
The Division Presidents will submit their recommendations for
individual incentive awards to their immediate superiors (in
some cases only the Chief Operating Officer; in others Group
Presidents and COO). In all instances the recommendations
for the Corporate awards will be submitted to the Chief
Executive Officer for concurrence.
Corporate function heads will submit their recommendations
for individual awards to their immediate superior who will
then submit the recommendations to the Chief Executive
Officer for concurrence.
7.0 REMOVAL, TRANSFERS AND TERMINATIONS
7.1 Participants whose employment with the Company
is terminated because of retirement, death, or disability:
- - After the close of the plan year, but prior to the
actual distribution of awards for such year, may be awarded a
full incentive award for the plan year. In the case of
death, such payment will be made to a beneficiary.
- - After the beginning, but prior to the end of the plan
year, may receive an incentive award for that year based on a
prorated calculation reflecting their employment with the
Company and participation in the Plan during year. Awards
will not be paid for any period less than six months
participation in the plan year.
7.2 Participants who are terminated in the fourth quarter
of the year due to a re-structuring which results in job
elimination, may receive an incentive award for that year
based on a prorated calculation reflecting their employment
with the Company and participation in the Plan during that
year.
7.3 Participants transferred during the plan year within
the Company will be awarded an incentive payment through the
division in which the participant is employed at the end of
the plan year. It will be based on the contribution made in
each division in which the participant was employed during
the year. To this end a written evaluation and rating must
be completed by the participant's superior upon transfer.
The awarding division will be charged for the full amount of
the bonus.
7.4 Notwithstanding the foregoing, a special prorated
incentive award shall be paid to participants if, during the
period between the date of a change in control and the next
award date determined pursuant to Section 10:
1) the participant's employment is terminated
involuntarily other than for good cause, or
2) the Plan is terminated.
The amount of the award shall be calculated as a percentage
of period earnings based upon standard performance and
prorated through the date of termination of the participant
or the Plan, as applicable.
A change of control of the Company is defined as follows:
A. The acquisition by any individual, entity or group
(within the meaning of Section 13 (d) (3) or 14 (d) (2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted
was itself acquired directly from the Company), (ii) any
acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company or (iv) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of
paragraph C of this Section 7.0 are satisfied; or
B. Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (the "Board" and, as of
the date hereof, the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
C. Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or
consolidation, in each case, unless, following such
reorganization, merger, binding share exchange or
consolidation, (i) more than 60% of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the
same proportions as their ownership, immediately prior to
such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Stock and
Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger, binding
share exchange or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Stock or Outstanding
Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger,
binding share exchange or consolidation or the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation were members of the Incumbent Board at the time
of the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or
consolidation; or
D. Approval by the shareholders of the Company of (i)
a complete liquidation or dissolution of the Company or (ii)
the sale or other disposition of all or substantially all of
the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition,
(a) more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other
disposition, of the same Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(b) no Person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation
and any Person beneficially owning, immediately prior to such
sale or other disposition, directly or indirectly, 20% or
more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (c) at least
a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time
of the execution of the initial agreement or action of the
Board providing for such sale or other disposition of assets
of the Company.
7.5 Participants who leave the company or are terminated
prior to the actual payment of award for reasons other than
retirement, death, disability, termination in the fourth
quarter due to a restructuring which results in job
elimination, change in control, will forfeit the award for
that plan year.
8.0 INCENTIVE AWARDS THROUGH CONTRACTUAL AGREEMENTS
Incentive awards may be made to participants who do not meet
the six month eligibility requirements only if the following
conditions are met.
(1) Award must be made through contractual
agreement made upon hiring, re-assignment, or commencement of
special project or assignment. These arrangements must be
approved in writing by Division President, Corporate
Compensation, Corporate V.P. Human Resources, and normal 1
over 1 approval matrix.
9.0 ADMINISTRATION OF THE PLAN
The Committee On Management of the Board of Directors
reserves the right to interpret, amend, modify or terminate
the existing program in accordance with changing conditions.
Further, no participant eligible to receive any payments
shall have any rights to pledge, assign, or otherwise dispose
of unpaid portion of such payments. The Committee On
Management is responsible for overall administration of the
Plan. It will determine who will receive incentives and the
amount of each incentive. It may also review the standards
and objectives for a particular year. The Committee On
Management may change or terminate the Plan at any time and
no person has any rights with respect to an incentive award
until it has been paid.
10.0 INCENTIVE AWARD DISTRIBUTION
Incentive awards, when payable, shall be paid in the latter
part of the month of February following the close of the
preceding fiscal year.
Participants may also elect to defer all or part of an
incentive award in accordance with the procedure set forth in
the Company's Deferred Compensation Plan.
EXHIBIT (10)-h
LONG TERM PERFORMANCE STOCK PLAN - I
I. PURPOSE
The Long Term Performance Stock Plan - I (the "Plan") is
designed to advance the interests of Bausch & Lomb
Incorporated (the "Company") and its shareholders by (i)
providing incentives for those key executives who have
overall responsibility for the long term performance of the
Company; (ii) reinforcing corporate long term financial
goals; (iii) providing competitive levels of long term
compensation for key executives; and (iv) aligning
management and shareholder interests.
II. ELIGIBILITY
Participation in the Plan is limited to senior officers with
overall responsibility for the long term performance of the
Company. The Committee on Management of the Board of
Directors (the "Committee") will designate executives to
participate in the Plan ("Participants").
III. AWARD CYCLES
Award cycles ("Award Cycles") will be measured over three
year periods, with the performance award, if any, for each
Award Cycle to be paid early in the fourth year. There will
be a series of overlapping Award cycles with a new Award
Cycle starting and an old Award Cycle finishing each year.
IV. PERFORMANCE GOALS
The chief executive officer of the Company, with approval of
the Committee, will establish the performance goals for each
Award Cycle, ensuring that the goals are equitable and
compatible with the Company's major business objectives.
The performance goals for each Award Cycle will be based
upon a matrix of sales growth and return on equity ("ROE")
for the Company.
V. AWARDS
If the performance goals of the Company are achieved for an
Award Cycle, Participants in the Plan will be eligible for
awards which are calculated using an adjusted salary mid-
point equal to the Participant's salary midpoint in effect
in the first year of the Award Cycle multiplied times 110%
("Adjusted Salary Midpoint"). The Adjusted Salary Midpoint
is then multiplied by 50% to calculate the standard award
("Standard Award") for each salary grade. If a
Participant's salary grade changes in the course of an Award
Cycle, the Participant's Standard Award will be adjusted
using the Adjusted Salary Midpoint for the new grade level
which was in effect during the first year of that Award
Cycle.
Depending upon the level of performance achieved by the
Company, the amount of a Participant's actual award will
range from 50% to 200% of the Standard Award (the "Award").
Awards paid pursuant to this Plan will consist of cash and
Bausch & Lomb Class B Stock granted pursuant to the 1990
Stock Incentive Plan or any successor plan (the "Stock
Plan").
VI. PERFORMANCE UNITS
At the February meeting of the Committee following the
commencement of the Award Cycle, each Participant will
receive performance units ("Performance Units") equal to the
number of shares of Class B Stock which, as of the date of
such meeting of the Committee, have an aggregate fair market
value (as determined under the Stock Plan) equal to 50% of
each Participant's Standard Award. During the Award Cycle,
Participants will receive quarterly cash payments on their
Performance Units equal to the dividends which would be
payable on a like number of shares of Class B Stock.
Participant's Standard Award calculation changes because of
a salary grade change in the course of an Award Cycle, the
number of Performance Units will be adjusted accordingly.
VII. PAYOUTS
At the end of each Award Cycle, the Standard Award will be
adjusted by the Committee to reflect sales growth and ROE
performance on the applicable payout matrix to determine the
amount of the Award payable to each Participant. The Award
payable to a Participant may also be modified by the
Committee if the Award does not accurately reflect
performance due to general economic conditions, industry
changes, corporate strategy changes, natural disasters or
any similar condition. One half of that amount shall be
paid in cash. The Participant will also receive shares of
Class B Stock(pursuant to the Stock Plan) equal to the
number of Performance Units granted to the Participant;
provided, however, that if the Award is based upon a
percentage which is more than or less than 100% of the
Standard Award, the number of shares of Class B Stock to be
granted will be adjusted up or down by a like percentage.
There will be no adjustments in the number of shares of
Class B Stock for fluctuations up or down in the fair market
value of Class B Stock from the date of grant of Performance
Units at the beginning of the Award Cycle to the date of
grant of the Class B Stock, if any, after the Award Cycle.
Notwithstanding any other provision of this Plan, if a
Participant's performance results in calculation of an Award
which would be less than 50% of the Standard Award, the
Participant will nonetheless be entitled to a minimum grant
of Class B Stock equal to 50% of the Performance Units
granted to the Participant.
Whether or not an Award is paid for an Award Cycle, all
Performance Units granted hereunder for an Award Cycle shall
expire at the end of the Award Cycle, and Participants shall
have no further rights with respect to such Units, except to
the extent that their performance entitles them to an Award.
Performance Units shall not give Participants any rights
under the Stock Plan maintained by the Company.
VIII. DEFERRAL
Any or all of the cash portion of an Award may be deferred,
at the option of the Participant, into the Company's
Deferred Compensation Plan. Notice of such a deferral must
be given to the Company at least 18 months prior to the end
of each Award Cycle for which deferral is requested.
IX. TERMINATION OF EMPLOYMENT
If the Participant's employment with the Company terminates
before the end of any Award Cycle due to death, disability,
or retirement, the Participant or his/her beneficiary is
entitled to a pro rata share of any Award paid at the end of
the Award Cycle, unless the Committee, upon the
recommendation of the Chief Executive Officer, decides that
a prorated Award should be paid prior to the end of the
Award Cycle. If the Participant's employment with the
Company terminates before the end of any Award Cycle for any
other reason, the Participant's Performance Units shall be
forfeited and the Participant shall not be entitled to any
Award hereunder.
X. ADMINISTRATION OF THE PLAN
The Committee is responsible for the overall administration
of the Plan. The Committee will, by formal resolution: 1)
approve the Performance Goals for the Award Cycle at the
beginning of each Award Cycle; 2) set new or adjust
previously set performance goals as appropriate to reflect
major unforeseen events; and 3) administer the Plan in all
respects to carry out its purposes and objectives including,
but not limited to, responding to changes in tax laws,
regulations or rulings, changes in accounting principles or
practices, mergers, acquisitions or divestitures, major
technical innovations, or extraordinary, non-recurring, or
unusual items, to preserve the integrity of the Plan's
objectives. The Committee reserves the right, in its
discretion, to pay any Awards hereunder entirely in cash.
The effective date of each Award Cycle is January 1 of the
first year of the performance period.
XI. RECAPITALIZATION
In the event there is any recapitalization in the form of a
stock dividend, distribution, split, subdivision or
combination of shares of common stock of the Company,
resulting in an increase or decrease in the number of common
shares outstanding, the number of Performance Units then
granted under the Plan shall be increased or decreased
proportionately, as the case may be.
XII. REORGANIZATION
If, pursuant to any reorganization, sale or exchange of
assets, consolidation or merger, outstanding Class B Stock
is or would be exchanged for other securities of the Company
or of another company which is a party to such transaction,
or for property, any grant of Performance Units under the
Plan theretofore granted shall, subject to the provisions of
this Plan for making Awards, apply to the securities or
property into which the Class B Stock covered thereby would
have been changed or for which such Class B Stock would have
been exchanged had such Class B Stock been outstanding at
the time.
EXHIBIT (10)-i
LONG TERM PERFORMANCE STOCK PLAN - II
I. PURPOSE
The Long Term Performance Stock Plan - II (the "Plan") is
designed to advance the interests of Bausch & Lomb
Incorporated (the "Company") and its shareholders by (i)
providing incentives for those key executives who have a
major impact on long term corporate performance; (ii)
reinforcing corporate long term financial goals; (iii)
providing competitive levels of long term compensation for
key executives; and (iv) aligning management and shareholder
interests.
II. ELIGIBILITY
Participation in the Plan is limited to officers and other
selected key executives who have a major impact on the
performance of the Company. The Company's chief executive
officer or his designees will designate executives to
participate in the Plan ("Participants").
III. AWARD CYCLES
Award cycles ("Award Cycles") will be measured over three
year periods, with the performance award, if any, for each
Award Cycle to be paid early in the fourth year. Award
Cycles will commence on January 1 of the first year of each
performance period.
IV. PERFORMANCE GOALS
The chief executive officer or his designees will establish
the performance goals for each Award Cycle, ensuring that
the goals are equitable and are compatible with the
Company's major business objectives. The performance goals
for each Participant will relate to the Participant's area
of responsibility and be consistent with the long term goals
of the Company. For Participants who are part of the
Company's corporate staff, their performance goals will be
weighted two-thirds based upon the Participant's individual
goals and one-third based upon the corporate wide financial
goals of return on equity and sales growth. The corporate
wide goals will be established by the chief executive
officer or his designees.
V. AWARDS
A. Officer Awards
If a Participant who is an officer achieves his or her
performance goals for an Award Cycle, such Participant will
be eligible for an award which is calculated using an
adjusted salary midpoint equal to the Participant's salary
midpoint in effect in the first year of the Award Cycle
multiplied times 110% ("Adjusted Salary Midpoint"). The
Adjusted Salary Midpoint is then multiplied by the
appropriate percentage set forth below to calculate the
three year standard award ("Standard Award") for each salary
grade:
Percentage of
Salary Grade Adjusted Salary Midpoint
66 75
67 75
68 100
69 100
B. Non Officer Awards.
If a Participant who is not an officer achieves his or her
performance goals for an Award Cycle, such Participant will
be eligible for an award which is calculated using the
Participant's salary in effect in the first year of the
Award Cycle multiplied times 110% ("Adjusted Salary"). The
Adjusted Salary is then multiplied by 45% to calculate the
Standard Award for a non-officer Participant.
C. Adjustments to Award Calculation
If an officer Participant's salary grade changes in the
course of an Award Cycle, such Participant's Standard Award
will be adjusted using the Adjusted Salary Midpoint for the
new grade level which was in effect during the first year of
that Award Cycle. For all non-officer Participants, the
calculation of the Standard Award will be adjusted using
each such Participant's actual salary in the third year of
the Award Cycle.
D. Award Amount
Depending upon the level of performance achieved by each
Participant, the amount of a Participant's actual award, if
any, will range from 50% to 200% of the Standard Award as
adjusted pursuant to Section V.C. above (the "Award").
Awards paid pursuant to this Plan will consist of cash and
Bausch & Lomb Class B Stock granted pursuant to the 1990
Stock Incentive Plan or any successor plan (the "Stock
Plan"). If a Participant's performance results in
calculation of an Award which would be less than 50% of the
Standard Award, the Participant will nonetheless be entitled
to a minimum grant of Class B Stock equal to 50% of the
Performance Units granted to the Participant pursuant to
Section VI below.
VI. PERFORMANCE UNITS
In February following the commencement of an Award Cycle
each Participant will receive performance units
("Performance Units") equal to the number of shares of Class
B Stock which, as of the date of the February meeting of the
Committee on Management of the Board of Directors (the
"Committee"), have an aggregate fair market value (as
determined under the Stock Plan) equal to 50% of each
Participant's Standard Award. During the Award Cycle,
Participants will receive quarterly cash payments on their
Performance Units equal to the dividends which would be
payable on a like number of shares of Class B Stock. If an
officer Participant's Standard Award calculation changes
because of a salary grade change due to a promotion in the
course of an Award Cycle, the number of Performance Units
will be adjusted accordingly at the end of the Award Cycle.
For non-officer Participants the number of Performance Units
will be adjusted at the end of the third year of the Award
Cycle when the non-officer Participant's Standard Award is
adjusted for actual salary increases pursuant to Section
V.C. above.
VII. PAYOUTS
At the end of each Award Cycle, the Standard Award (as
adjusted pursuant to Section V.C. above) will be modified by
the chief executive officer or his designees to reflect
performance against the applicable goals and determine the
amount of the Award payable to each Participant. The Award
payable to a Participant may also be modified by the chief
executive officer or his designees if the Award does not
accurately reflect performance due to general economic
conditions, industry changes, corporate strategy changes,
natural disasters or any similar condition. One half of the
Award amount shall be paid in cash. The Participant will
also receive shares of Class B Stock (pursuant to the Stock
Plan) equal to the number of Performance Units granted to
the Participant; provided, however, that if the Award is
based upon a percentage which is more than or less than 100%
of the Standard Award, the number of shares of Class B Stock
to be granted will be adjusted up or down by a like
percentage. There will be no adjustments in the number of
shares of Class B Stock for fluctuations up or down in the
fair market value of Class B Stock from the date of grant of
Performance Units at the beginning of the Award Cycle to the
date of grant of the Class B Stock, if any, after the Award
Cycle.
Whether or not an Award is paid for an Award Cycle, all
Performance Units granted hereunder for an Award Cycle shall
expire immediately after the Award Cycle, and Participants
shall have no further rights with respect to such Units,
except to the extent that their performance entitles them to
an Award. Performance Units shall not give Participants any
rights under the Stock Plan.
VIII. DEFERRAL
Any or all of the cash portion of an Award may be deferred,
at the option of the Participant, into the Company's
Deferred Compensation Plan. Notice of such a deferral must
be given to the Company at least 18 months prior to the end
of each Award Cycle for which deferral is requested.
IX. TERMINATION OF EMPLOYMENT
If the Participant's employment with the Company terminates
before the end of any Award Cycle due to death, disability,
or retirement, the Participant or his/her beneficiary is
entitled to a pro rata share of any Award paid at the end of
the Award Cycle, unless the chief executive officer or his
designees decide that a pro rated Award should be paid prior
to the end of the Award Cycle. If the Participant's
employment with the Company terminates before the end of any
Award Cycle for any other reason, the Participant's
Performance Units shall be forfeited and the Participant
shall not be entitled to any Award hereunder.
X. ADMINISTRATION OF THE PLAN
This Plan has been adopted by the Committee, and the
Committee may amend, suspend or terminate the Plan or any
portion thereof at any time. The Committee is responsible
for the design of the Plan and the overall administration of
the Plan. Notwithstanding any other provision of this Plan,
all grants of Class B Stock made in connection with this
Plan shall be subject to the discretion of the Committee
which shall make any such grants pursuant to the Stock Plan.
The Committee reserves the right, in its discretion, to pay
any Awards hereunder entirely in cash.
The chief executive officer or his designees will: 1)
approve the Performance Goals for each Award Cycle at the
beginning of the Award Cycle; 2) set new or adjust
previously set performance goals or terminate current Award
Cycles and commence new Award Cycles for individual
Participants as appropriate to reflect major unforeseen
events which are negatively affecting performance; and 3)
administer the Plan to carry out its purposes and objectives
such as, but not limited to, responding to changes in tax
laws, regulations or rulings, changes in accounting
principles or practices, mergers, acquisitions or
divestitures, major technical innovations, or extraordinary,
non-recurring, or unusual items, to preserve the integrity
of the Plan's objectives.
XI. RECAPITALIZATION
In the event there is any recapitalization in the form of a
stock dividend, distribution, split, subdivision or
combination of shares of common stock of the Company,
resulting in an increase or decrease in the number of common
shares outstanding, the number of Performance Units then
granted under the Plan shall be increased or decreased
proportionately, as the case may be.
XII. REORGANIZATION
If, pursuant to any reorganization, sale or exchange of
assets, consolidation or merger, outstanding Class B Stock
is or could be exchanged for other securities of the Company
or of another company which is a party to such transaction,
or for property, any grant of Performance Units under the
Program theretofore granted shall, subject to the provisions
of this Program for making Awards, apply to the securities
or property into which the Class B Stock covered thereby
would have been changed or for which such Class B Stock
would have been exchanged had such Class B Stock been
outstanding at the time.
EXHIBIT 11
Statement Regarding Computation of Per Share Earnings
Dollars And Shares In Thousands-
Except Per Share Data
FOR THE YEARS ENDED
December 25 December 26,
1993* 1992
Net earnings $138,902 $171,420
-------- ---------
-------- ---------
Actual outstanding Common
and class B shares
at beginning of year 59,444 59,481
Average Common shares issued for
stock options and effects of
assumed exercise of Common
stock equivalents and
repurchase of
Common and class B shares 671 918
-------- ---------
Average Common and Class B
shares outstanding 60,115 60,399
-------- ---------
-------- ---------
Net earnings per common and
common share equivalent $ 2.31 $ 2.84
-------- ---------
-------- ---------
<FN>
*Results have been restated as more fully described
in Note 2 - "Restatement of Financial Information"
EXHIBIT 12
Statement Regarding Computation of Ratio of Earnings to
Fixed Charges
Dollar Amounts In Thousands
December 25, December 26,
1993* 1992
Earnings before provision
for income taxes and
minority interest $216,022 $262,644
Fixed charges 35,664 31,618
Capitalized interest, net
of current period amortization (260) (200)
--------- ---------
Total earnings as adjusted $251,946 $294,462
--------- ---------
--------- ---------
Fixed charges:
Interest (including interest
expense and capitalized
interest) $ 34,202 $ 29,968
Portion of rents representative
of the interest factor 1,462 1,650
--------- ---------
Total fixed charges $ 35,664 $ 31,618
--------- ---------
--------- ---------
Ratio of earnings to fixed charges 7.06 <F01> 9.31
--------- ---------
--------- ---------
<FN>
*Results have been restated as more fully described in
Note 2 - "Restatement of Financial Information"
<F01>
Excluding the effect of restructuring charges described
in the Notes to Financial Statements, the ratio of earnings to
fixed charges at December 25, 1993 would have been 8.47.
</FN>
EXHIBIT 22
SUBSIDIARIES OF BAUSCH & LOMB INCORPORATED
As of December 25, 1993
Jurisdiction Under
Name Which Organized
Bausch & Lomb AG Switzerland
Bausch & Lomb (Australia) Pty. Ltd. Australia
B.L.J. Company Ltd. Japan
Bausch & Lomb BV Netherlands
Bausch & Lomb (Bermuda) Limited Bermuda
Bausch & Lomb Bermuda Finance Limited Bermuda
Bausch & Lomb Canada, Inc. Canada
Charles River Laboratories, Inc. Delaware
BL Industria Otica, Ltda. Brazil
Bausch & Lomb China, Inc. Delaware
Bausch & Lomb Colombia, S.A. Colombia
Bausch & Lomb Danmark A/S Denmark
Bausch & Lomb Espana, S.A. Spain
Bausch & Lomb Finance S.A. Switzerland
Oy Bausch & Lomb Finland AB Finland
Bausch & Lomb Foundation, Inc. New York
Bausch & Lomb France, S.A. France
Bausch & Lomb Fribourg S.A. Switzerland
Bausch & Lomb GmbH Austria
Bausch & Lomb GmbH Germany
Bausch & Lomb (Hong Kong) Limited Hong Kong
Bausch & Lomb (Hong Kong) Lord Company Hong Kong
Bausch & Lomb (Ireland) Ireland
Bausch & Lomb India Limited India
Bausch & Lomb IOM/SpA Italy
Bausch & Lomb Korea, Inc. Korea
Bausch & Lomb (Malaysia) Sdn. Bhd. Malaysia
Dr. Mann Pharma Germany
Miracle-Ear Minnesota
Bausch & Lomb New Zealand, Ltd. New Zealand
Bausch & Lomb Norge A/S Norway
Operadora de Contactologia S.A. de C.V. Mexico
Outlook Eyewear Company Delaware
Bausch & Lomb Opticare, Inc. New York
Bausch & Lomb Oral Care Division, Inc. Georgia
Bausch & Lomb Pharmaceuticals, Inc. Delaware
Pharmafair, Inc. New York
Polymer Technology Corporation New York
Bausch & Lomb Puerto Rico, Inc. Puerto Rico
Bausch & Lomb Realty Corporation New York
Bausch & Lomb (Singapore) Private Ltd. Singapore
Bausch & Lomb Svenska AB Sweden
Bausch & Lomb Taiwan Limited Taiwan
Bausch & Lomb Turkey Turkey
Bausch & Lomb U.K. Limited England
Bausch & Lomb Venezuela C.A. Venezuela
Wilmington Partners L.P. Delaware
EXHIBIT (24)
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Bausch & Lomb Incorporated
Our audits of the consolidated financial statements referred
to in our report dated January 23, 1996 appearing on page 63
of the 1993 Annual Report to Shareholders of Bausch & Lomb
Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual
Report on Form 10-K/A) also included an audit of the
Financial Statement Schedules listed in Item 14(a)2, of this
Form 10-K/A. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with
the related consolidated financial statements.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
January 23, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-56066, 2-85158,
33-15439 and 33-35667) and in the Prospectus constituting
part of the Registration Statement on Form S-3 (No. 33-51117)
of Bausch & Lomb Incorporated of our report dated January 23,
1996 appearing on page 63 of the 1993 Annual Report to
Shareholders of Bausch & Lomb Incorporated which is
incorporated in this Annual Report on Form 10-K/A. We also
consent to the incorporation by reference of our above report
on the Financial Statement Schedules.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
March 15, 1996
EXHIBIT (25)
POWER OF ATTORNEY
The undersigned directors of Bausch & Lomb Incorporated (the
"Company"), each hereby constitutes and appoints William H.
Waltrip and Jay T. Holmes, or either of them, his or her
respective true and lawful attorneys and agents, each with full
power and authority to act as such without the other, to sign for
and on behalf of the undersigned the Company's Annual Report on
Form 10-K/A for the year ended December 25, 1993, to be filed
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 and the related rules and
regulations thereunder, and any amendment or amendments thereto,
the undersigned hereby ratifying and confirming all that said
attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this instrument has been executed by the
undersigned as of this 27th day of February, 1996.
/s/ Franklin E. Agnew /s/ Linda Johnson Rice
Franklin E. Agnew Linda Johnson Rice
/s/ William Balderston III /s/ Alvin W. Trivelpiece
William Balderston III Alvin W. Trivelpiece
/s/ Bradford R. Boss /s/ William H. Waltrip
Bradford R. Boss William H. Waltrip
/s/ Jay T. Holmes /s/ Kenneth L. Wolfe
Jay T. Holmes Kenneth L. Wolfe
/s/ Ruth R. McMullin
Ruth R. McMullin
/s/ John R. Purcell
John R. Purcell
[ARTICLE] 5
[PERIOD-TYPE] 12-MOS QTR-4
[FISCAL-YEAR-END] DEC-25-1993 DEC-25-1993
[PERIOD-END] DEC-25-1993* DEC-25-1993*
[CASH] 513,241 513,241
[SECURITIES] 32,795 32,795
[RECEIVABLES] 358,892 358,892
[ALLOWANCES] 13,753 13,753
[INVENTORY] 309,754 309,754
[CURRENT-ASSETS] 1,383,130 1,383,130
[PP&E] 939,399 939,399
[DEPRECIATION] 398,338 398,338
[TOTAL-ASSETS] 2,492,997 2,492,997
[CURRENT-LIABILITIES] 713,503 713,503
[BONDS] 320,953 320,953
[COMMON] 24,154 24,154
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[OTHER-SE] 885,028 885,028
[TOTAL-LIABILITY-AND-EQUITY] 2,492,997 2,492,997
[SALES] 1,830,050 452,880
[TOTAL-REVENUES] 1,830,050 452,880
[CGS] 828,883 214,616
[TOTAL-COSTS] 828,883 214,616
[OTHER-EXPENSES] 776,300 225,765
[LOSS-PROVISION] 4,220 871
[INTEREST-EXPENSE] 34,202 9,242
[INCOME-PRETAX] 216,022<F1> <F1> 9,095
[INCOME-TAX] 72,404 673
[INCOME-CONTINUING] 138,902 7,001
[DISCONTINUED] 0 0
[EXTRAORDINARY] 0 0
[CHANGES] 0 0
[NET-INCOME] 138,902 7,001
[EPS-PRIMARY] 2.31 0.12
[EPS-DILUTED] 2.31 0.12
<FN>
*Amounts have been restated as more fully described in
in Note 2 - "Restatement of Financial Information".
<F1>
Income Before Taxes and Minority Interest
</FN>
Bausch & Lomb Incorporated
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(Dollar amounts in thousands)
Balance 1991 Activity
Dec. 29, 1990 Additions Retirements
Other
- -----------------------------------------------------------------------
Land $ 20,805 $ 213 $ (1,005) $1,608
Leasehold
Improvements 13,187 2,895 (2,071) 1,949
Buildings 270,727 26,683 (4,177) 7,404
Machinery and
Equipment 370,925 58,798 (6,404) 2,196
----------------------------------------------------------
Total $675,644 $88,589 $(13,657) $13,157
-----------------------------------------------------------
-----------------------------------------------------------
S-2
Bausch & Lomb Incorporated
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(Dollar amounts in thousands)
Balance 1992 Activity
Dec. 28, 1991 Additions Retirements Other
- -------------------------------------------------------------------------
Land $ 21,621 $ 605 $ (78) $ 220
Leasehold
Improvements 15,960 5,284 (1,562) 1,838
Buildings 300,637 41,738 (4,614) (1,595)
Machinery and
Equipment 425,515 71,704 (15,770) (8,418)
-----------------------------------------------------------
Total $763,733 $119,331 $ (22,024) $(7,955)
------------------------------------------------------------
------------------------------------------------------------
S-2
Bausch & Lomb Incorporated
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(Dollar amounts in thousands)
Balance 1993 Activity Balance
Dec. 26, 1992 Additions Retirements Other Dec. 25, 1993
- ---------------------------------------------------------------------------
Land $ 22,368 $ 430 $ (2,823) $ 809 $ 20,784
Leasehold
Improvements 21,520 2,651 (154) 1,513 25,530
Buildings 336,166 12,178 (7,854) 9,683 350,173
Machinery and
Equipment 473,031 91,973 (17,119) (4,973) 542,912
--------------------------------------------------------------
Total $853,085 $107,232 $(27,950) $7,032 $939,399
--------------------------------------------------------------
--------------------------------------------------------------
S-2
Bausch & Lomb Incorporated
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(Dollar amounts in thousands)
Balance 1991 Activity
Dec. 29, 1990 Additions Retirements Other
- ---------------------------------------------------------------------------
Leasehold
Improvements $ 6,905 $ 1,882 $ (1,878) $ 99
Buildings 71,544 14,192 (1,657) 1,139
Machinery and
Equipment 178,436 41,251 (5,779) (270)
------------------------------------------------------------
Total $256,885 $ 57,325 $ (9,314) $ 968
------------------------------------------------------------
------------------------------------------------------------
S-3
Bausch & Lomb Incorporated
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(Dollar amounts in thousands)
Balance 1992 Activity
Dec. 28, 1991 Additions Retirements Other
- --------------------------------------------------------------------------
Leasehold
Improvements $ 7,008 $ 2,150 $ (1,497) $ 1,443
Buildings 85,218 14,772 (3,216) (745)
Machinery and
Equipment 213,638 46,427 (13,965) (2,070)
------------------------------------------------------------
Total $305,864 $ 63,349 $(18,678) $(1,372)
-------------------------------------------------------------
-------------------------------------------------------------
S-3
Bausch & Lomb Incorporated
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(Dollar amounts in thousands)
Balance 1993 Activity Balance
Dec. 26, 1992 Additions Retirements Other Dec. 25, 1993
- --------------------------------------------------------------------------
Leasehold
Improvements $ 9,104 $ 2,882 $ (386) $1,251 $ 12,851
Buildings 96,029 18,457 (3,319) 834 112,001
Machinery and
Equipment 244,030 50,662 (15,142) (6,064) 273,486
-------------------------------------------------------------
Total $349,163 $ 72,001 $(18,847) $(3,979) $398,338
-------------------------------------------------------------
-------------------------------------------------------------
S-3
Bausch & Lomb Incorporated
SCHEDULE VII - VALUATION AND QUALIFYING ACCOUNTS
Reserves for Doubtful Accounts
(Dollar amounts in thousands)
Restated
December 25, December 26, December 28,
1993* 1992 1991
- --------------------------------------------------------------------------
Balance at beginning of year $ 11,834 $ 8,907 $ 8,834
Activity for the year:
Provision charged to income 4,220 3,919 3,306
Additions resulting from
acquisition activity 1,224 1,458 -
Accounts written off (4,418) (3,822) (3,958)
Recoveries on accounts
previously written off 893 1,372 725
--------- --------- ---------
Balance at end of year $ 13,753 $ 11,834 $ 8,907
--------- --------- ---------
--------- --------- ---------
<FN>
*Results have been restated as more fully described in
Note 2 -- "Restatement of Financial Information".
S-4
Bausch & Lomb Incorporated
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
The following amounts were charged directly to profit
and loss accounts.
(Dollar amounts in thousands)
FOR THE YEARS ENDED
Dec. 25, 1993 Dec. 26, 1992 Dec.28, 1991
- -----------------------------------------------------------------------
Maintenance and
Repairs $ 22,137 $ 20,294 $ 20,014
Advertising $201,023 $184,569 $165,642
Taxes other than payroll and income taxes, amortization of
intangible assets and deferred charges, and royalties were
less than 1% of net sales plus other income for all periods
presented.
S-5
Bausch & Lomb Incorporated
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Balance 1991 1991 Balance
Dec. 29, 1990 Additions Deductions Dec. 28, 1991
James N. Doyle $ - $10,969 $ - $10,969
Henry L. Foster - 1,109,567 1,109,567 -
James C. Foster - 33,301 - 33,301
Daniel E. Gill 532,204 - 5,411 526,793
Diane C. Harris 296,079 - 285,054 11,025
Jay T. Holmes 176,452 41,641 50,542 167,551
Alexander E. Izzard 52,511 24,131 525 76,117
Franklin T. Jepson - 40,164 14,766 25,398
Harold O. Johnson 126,723 - 1,376 125,347
James E. Kanaley - - - -
Carl E. Sassano 59,252 - 599 58,653
Ronald L. Zarrella - - - -
Stephen P. Kelbley 74,786 - 74,786 -
<FN>
Amounts receivable relate solely to the Company's 1975
Stock Option Plan and 1982 and 1987 Stock Incentive Plans.
S-1
Bausch & Lomb Incorporated
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
1992 1992 Balance
Additions Deductions Dec. 26, 1992
James N. Doyle $125,258 $870 $135,357
Henry L. Foster 418,449 - 418,449
James C. Foster 133,218 333 166,186
Daniel E. Gill - 5,411 521,382
Diane C. Harris - 126 10,899
Jay T. Holmes 117,241 1,739 283,053
Alexander E. Izzard 86,952 766 162,303
Franklin T. Jepson 51,967 19,242 58,123
Harold O. Johnson 95,322 1,375 219,294
James E. Kanaley 99,960 - 99,960
Carl E. Sassano 99,903 58,653 99,903
Ronald L. Zarrella - - -
Stephen P. Kelbley - - -
<FN>
Amounts receivable relate solely to the Company's 1975
Stock Option Plan and 1982 and 1987 Stock Incentive Plans.
S-1
Bausch & Lomb Incorporated
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
1993 1993 Balance
Additions Deductions Dec. 25, 1993
James N. Doyle $15,756 $1,362 $149,751
Henry L. Foster - 4,185 414,264
James C. Foster 19,113 1,666 183,633
Daniel E. Gill - 5,411 515,971
Diane C. Harris 453,978 227,442 237,435
Jay T. Holmes - 2,911 280,142
Alexander E. Izzard 221,922 163,524 220,701
Franklin T. Jepson 86,682 29,916 114,889
Harold O. Johnson 107,958 83,911 243,341
James E. Kanaley 367,781 99,960 367,781
Carl E. Sassano 98,955 998 197,860
Ronald L. Zarrella 136,793 - 136,793
Stephen P. Kelbley - - -
<FN>
Amounts receivable relate solely to the Company's 1975
Stock Option Plan and 1982 and 1987 Stock Incentive Plans.
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Bausch & Lomb Incorporated
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Information Related to
December 25, 1993 Balance
Due Interest Terms
Date Rates of Repayment Collateral
James N. Doyle (1) 3.62% 1% per year "B" Stock
Henry L. Foster (1) 3.62% 1% per year "B" Stock
James C. Foster (1) 3.62% 1% per year "B" Stock
Daniel E. Gill (1) 3.62% 1% per year "B" Stock
Diane C. Harris (1) 3.62% 1% per year "B" Stock
Jay T. Holmes (1) 3.62% 1% per year "B" Stock
Alexander E. Izzard (1) 3.62% 1% per year "B" Stock
Franklin T. Jepson (1) 3.62% 1% per year "B" Stock
Harold O. Johnson (1) 3.62% 1% per year "B" Stock
James E. Kanaley (1) 3.62% 1% per year "B" Stock
Carl E. Sassano (1) 3.62% 1% per year "B" Stock
Ronald L. Zarrella (1) 3.62% 1% per year "B" Stock
Stephen P. Kelbley
<FN>
Amounts receivable relate solely to the Company's 1975
Stock Option Plan and 1982 and 1987 Stock Incentive Plans.
(1) Notes are due within 5 years following retirement.
Notes are due within 90 days of leaving the Company under
circumstances other than retirement.
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