EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
TO
WJ ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
NOVARTIS AG
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) (i) if
certificates ("Share Certificates"), evidencing shares of common stock, par
value $0.01 per share ("Shares"), of Wesley Jessen VisionCare, Inc., a
Delaware corporation (the "Company"), are not immediately available, (ii) if
Share Certificates and all other required documents cannot be delivered to
ChaseMellon Shareholder Services, L.L.C., as Depositary (the "Depositary"),
prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase
(as defined below)) or (iii) if the procedure for delivery by book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or mail or transmitted by telegram, or
facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
By Overnight By Mail: By Hand:
Courier: Reorganization Department Reorganization
Reorganization P.O. Box 3301 Department 120
Department 85 South Hackensack, NJ 07606 Broadway 13th Floor
Challenger Road New York, NY 10271
Mail Stop--Reorg.
Ridgefield Park,
NJ 07660
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tender(s) to WJ Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Novartis AG, a Swiss
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated June 6, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with the Offer to Purchase and
any amendments or supplements thereto, collectively constitute the "Offer"),
receipt of each of which is hereby acknowledged, the number of Shares
specified below pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase.
Number of Shares: Name(s) of Holders:
------------------------------------ ------------------------------------
Certificate No.(s) (If Available): ------------------------------------
(PLEASE TYPE OR PRINT)
------------------------------------
Address(es): _______________________
------------------------------------
------------------------------------
Check this box if Shares will be (ZIP CODE)
delivered by book-entry
transfer: [_] Daytime Area Code
and Telephone No. _________________
Account No. ________________________
Signature(s)
Dated: __________________, 2000 of Holder(s) ______________________
--------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program or an "eligible guarantor institution," as such term is defined in
Rule 17 Ad-15 under the Securities Exchange Act of 1934, as amended,
guarantees to deliver to the Depositary either certificates representing the
Shares tendered hereby, in proper form for transfer, or confirmation of book-
entry transfer of such Shares into the Depositary's account at The Depositary
Trust Company, in each case with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase), and any other documents required by the Letter of Transmittal,
within three Nasdaq trading days (as defined in the Offer to Purchase) after
the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm _______________________________________________________________
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AUTHORIZED SIGNATURE
Address ____________________________________________________________________
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ZIP CODE
Title ______________________________________________________________________
Name: ______________________________________________________________________
PLEASE TYPE OR PRINT
Area Code and Telephone No. ________________________________________________
Dated: _________________ , 2000
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL
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