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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K
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 30, l995 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 or any amendment to this
Form 10-K. [ X ]
The aggregate market value (based on the consolidated tape
closing price on February 27, 1996) of the voting stock held by
non-affiliates of the registrant was $2,167,628,290. 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 27, 1996 was 56,800,556, consisting of
56,031,154 shares of Common Stock and 769,402 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 1995 Annual Report to
Shareholders for fiscal year ended December 30, 1995 ("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.
Part III Bausch & Lomb Incorporated Proxy Statement, dated
April 11, 1996 ("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.
[Cover page 2 of 2 pages]
1
TABLE OF CONTENTS
PART I PAGE
Item 1. Business ................................ 2
Item 2. Properties .............................. 5
Item 3. Legal Proceedings ....................... 6
Item 4. Submission of Matters to a Vote
of Shareholders ......................... 7
PART II
Item 5. Market for Bausch & Lomb Incorporated's
Common Stock and Related Shareholder
Matters ................................. 8
Item 6. Selected Financial Data ................. 8
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations................ 8
Item 8. Financial Statements and
Supplementary Data ...................... 8
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure ................ 8
PART III
Item 10. Directors and Executive Officers
of Bausch & Lomb Incorporated............ 9
Item 11. Executive Compensation .................. 10
Item 12. Security Ownership of Certain
Beneficial Owners and Management ........ 10
Item 13. Certain Relationships and
Related Transactions .................... 10
PART IV
Item 14. Exhibits, Financial Statement
Schedule, and Reports on Form 8-K ...... 11
Signatures ......................................... 12
Schedules ......................................... S-1
Exhibit Index ..................................... E-1
Exhibits............ (Attached to this Report on Form 10-K)
2
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 healthcare 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 during 1995 are
discussed below.
The Company experienced a second difficult year in 1995;
however, the management of the Company is committed to improving
financial performance as outlined in its three-year strategic
plan. Sales increased to $1,932.9 million, 2% above the 1994
amount of $1,892.7 million. Excluding revenues for a sports
optics business that was divested in 1995, sales from continuing
product lines reached $1,914.6 million, a gain of 7% over the
1994 amount of $1,781.7 million. Net earnings for 1995 amounted
to $112.0 million or $1.94 per share compared to the amounts of
$31.1 million or $.52 per share in 1994. Results for both
periods were impacted by costs for restructuring and goodwill
impairment charges as described below. The 1995 amounts also
include a gain on the sale of the sports optics business. Net
earnings were $108.6 million or $1.88 per share in 1995,
excluding restructuring charges and the gain on the sports optics
divestiture, compared to $106.1 million or $1.78 per share in
1994, excluding goodwill impairment charges.
In May 1995, the Company sold its Sports Optics Division to
Worldwide Sports & Recreation, Inc., an affiliate of Pexco
Holdings. Total consideration included approximately $78 million
in cash paid at closing, plus future payments and securities of
Worldwide Sports & Recreation, Inc. The Sports Optics Division
marketed a full line of binoculars, riflescopes, telescopes,
spotting scopes and sporting glasses under well-known brand names
including Bushnell, Jason and Bausch & Lomb. The Company
recorded a non-recurring gain of $20.8 million after taxes, or
$.36 per share, on the sale.
In July 1995, the Company announced a commitment of more
than $30 million to install the next generation of soft contact
lens manufacturing technology. This capital investment for new
equipment follows the successful completion of the first phase of
a joint development program with IBM for systems design and
prototype production. The new technology will significantly
reduce the unit manufacturing cost of the Company's soft contact
lens products and substantially increase its contact lens unit
production capacity. The new technology will initially be used
to make its new high-water frequent replacement product,
SofLens66.
In December 1995, the Company announced that Daniel E. Gill,
chairman and chief executive officer, elected to retire from the
Company. Mr. Gill served as chairman and chief executive officer
for 13 years and had 17 years of service with the Company. Mr.
Gill also retired from the Company's Board of Directors.
Concurrent with this announcement, the Company named William M.
Carpenter president and chief operating officer. Mr. Carpenter
joined the Company in March 1995 as executive vice president and
global business manager - eyewear. William H. Waltrip, an
outside director of the Company, was named chairman and chief
executive officer in January 1996. Mr. Waltrip is chairman of
Technology Solutions Company and has been a director of the
Company since 1985.
In January 1996, the Company announced it had restated its
1993 and 1994 financial results. The action was taken as a
result of an ongoing investigation which identified uncertainties
surrounding the execution of a 1993 fourth quarter contact lens
sales program and the improper recording of 1993 sunglass sales
in Southeast Asia. Restatement of the contact lens distributor
program reduced Bausch & Lomb's originally reported 1993 sales
and net income by $22.3 million and $11.0 million, respectively,
while reversal of the sunglass sales in the Southeast Asia region
reduced previously reported 1993 sales by $19.8 million and net
income by $6.6 million. In total, this restatement reduced 1993
earnings per share by $.29. The restatement increased the
Company's reported 1994 sales and net income by corresponding
amounts, but had no effect whatsoever on the Company's 1995
financial results.
3
In December 1995, the Board of Directors approved certain
restructuring actions and the Company recorded certain charges
affecting 1995 results. The Company recorded a $26.7 million
restructuring provision, reducing net earnings by $.30 per share,
to cover actions being taken to enhance future financial
performance. More than half of the reserve, approximately $16
million, relates to severance and plant closure costs associated
with a reconfiguration of manufacturing processes, plus some
consolidation of administrative functions, in the Company's
eyewear business. The remainder stems from a partial
consolidation of various administration and production activities
for the Company's Charles River Laboratories subsidiary; losses
on disposition of assets related to elective strategy changes in
the traditional contact lens business; costs related to the
elimination of approximately 35 corporate staff positions; and
the sale of a Company airplane.
The Company also reduced 1995 earnings for litigation
provisions of $14.2 million or $.24 per share after taxes and the
recognition of retirement and other benefits for former chairman
and chief executive officer, Daniel E. Gill, amounting to $4.4
million or $.08 per share after taxes.
In January 1996, the Company entered into an agreement to
acquire Arnet Optic Illusions, Inc., a designer, manufacturer and
marketer of high-performance sunglasses and goggles, which
competes in market segments with specialty products where the
Company is not currently represented.
In February 1996, the Company acquired Award plc, a
Scotland-based company which manufactures and markets a high-
water, daily disposable soft contact lens. The Company also
acquired worldwide rights to patents held by BTG plc, a
technology transfer company, for methods used in Award's
manufacturing process. The patented cast-mold manufacturing
technology and highly efficient distribution process used by
Award are specifically designed to respond to the high volumes,
short cycle times and low unit costs needed to make single-use
contact lens wear practical and affordable for consumers.
(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 28-33 and 50-
51 of the Annual Report which are 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 18-26 of the Annual Report are
incorporated herein by reference.
Healthcare
The Healthcare segment includes personal health, medical and
biomedical products. In the personal health sector, major lines
include solutions used for the care of contact lenses and for the
relief of eye irritation, contact lens accessories, certain over-
the-counter pharmaceutical products, oral care products and Curel
and Soft Sense skin care products. Medical products include
contact lenses and lens materials, prescription drugs, hearing
aids and 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 and distributors
to eye care 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.
4
Optics
The principal products of the Company's Optics segment
include sunglasses and optical thin film services and products.
Optical products are distributed worldwide through
distributors, wholesalers, manufacturer's 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.
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 taken as a whole is dependent upon a single or
a few customers in either of its industry segments. However, in
the Optics segment, 15% of sales are attributable to Sunglass
Hut.
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, Dr. Mann
and Interplak trademarks. Bausch & Lomb, Ray-Ban, Revo and
Wayfarer 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 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 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 1995, the Company's research and
development expenditures totaled $66 million, as compared to $60
million in 1994 and $58 million in 1993.
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 1995
and are not anticipated to be material in 1996 or 1997.
Number of Employees
Bausch & Lomb employed approximately 14,000 persons as of
December 30, 1995.
(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 50 of the Annual Report and is incorporated herein
by reference.
5
ITEM 2. PROPERTIES
The principal manufacturing, distribution and production
facilities and other important physical properties of Bausch &
Lomb at March 1, 1996 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) Preston, CT (2)
Tampa, FL Tampa, FL
Wilmington, MA (2) Wilmington, MA (2)
Golden Valley, MN (1) Golden Valley, MN (1)
Rochester, NY (1),(2) Reinholds, PA (2)
(Optics Center) Greenville, SC (2)
Greenville, SC Lynchburg, VA (2)
North Ryde, Australia (2) Livingston, Scotland (2)
Porto Alegre, Brazil
Kitchener, Ontario,
Canada (2)
Beijing, China (2)
Berlin, Germany
Bhiwadi, India
Waterford, Ireland (2)
Milan, Italy
Umsong-Gun (Seoul), Korea
Livingston, Scotland (2)
Barcelona, Spain
Madrid, Spain
Hastings, United Kingdom
Production Facilities
Hollister, CA (2) Brussels, Belgium
Lebanon, CT St. Constant, Canada
Preston, CT Margate, England
Storrs, CT Regis Bognor, England (2)
Voluntown, CT Lyons, France
Summerland Key, FL (2) St. Aubin-les Elbeuf, France
Colbert, GA (2) Extertal, Germany
Roanoke, IL (2) Kisslegg, Germany
Windham, ME Sulzfeld, Germany
Southbridge, MA (2) Calco, Italy
West Brookfield, MA (2) Atsugi, Japan
Wilmington, MA Hino, Japan
Portage, MI Tskuba, Japan (2)
O'Fallon, MO Someren, Netherlands
Raleigh, NC Barcelona, Spain (2)
Hampton, NH (2) Uppsala, Sweden (2)
Pittsfield, NH
Newfield (Lakeview), NJ
Stone Ridge (Kingston), NY
Charleston, SC (2)
Oregon, WI
6
OPTICS
Manufacturing Plants Distribution Centers
Sunnyvale, CA (2) Sunnyvale, CA (2)
Oakland, MD San Clemente, CA (2)
Rochester, NY (1),(2) Rochester, NY (1),(2)
(Optics Center) (Optics Center)
Rochester, NY San Antonio, TX
(Frame Center) Richmond Hill, Ontario,
San Antonio, TX Canada (2)
North Ryde, Australia (2)
Guangzhou, China (2)
New Territories, Hong Kong (2)
Bhiwadi, India (2)
Waterford, Ireland (2)
Nuevo Laredo, Mexico (2)
CORPORATE FACILITIES
Rochester, NY
One Bausch & Lomb Place (2)
Optics Center (1),(2)
1295 Scottsville Road (2)
(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 1994, five separate shareholder actions against the
Company and its former Chief Executive Officer and Chairman,
Daniel E. Gill, were filed in the Western and Southern Districts
of New York and an additional action, naming the Company, Mr.
Gill and four other officers was filed in January 1995. In
September 1995, the parties agreed to consolidate the actions and
plaintiffs have filed several amended complaints. Plaintiffs
seek to represent two classes, including all persons who
purchased stock during a nine-month period prior to a June 3,
1994 announcement that the Company was undertaking efforts to re-
balance distributor inventories and shareholders who purchased
shares between June 4, 1994, and January 25, 1995, alleging that
the Company artificially inflated the value of its stock by
making false and misleading statements about expected financial
results. The Company is vigorously defending itself against
these claims.
2. On December 28, 1994, following an article in Business Week
magazine questioning the Company's accounting treatment of a
fourth quarter 1993 sales program initiated by the Contact Lens
Division, the Company received a request from the Securities and
Exchange Commission (SEC) for information in connection with an
inquiry being conducted by the SEC. Since then, the Company has
received additional requests for information from the SEC staff,
including those with respect to the Company's global eyewear
business. The Company has provided documents and Company
personnel have testified. The Company is cooperating with the
SEC's continuing investigation and is unable to predict the
outcome of this proceeding.
3. In November 1994, the United States District Court for the
Northern District of Alabama certified a nationwide class of
purchasers of Optima FW and Medalist lenses during the period
January 1, 1991 through November 1, 1994 to pursue claims
relating to the Company's marketing and sale of the Optima FW,
Medalist and SeeQuence2 contact lens systems. Plaintiffs allege
that the Company misled consumers by packaging the same lens
under three different names for three different prices.
Plaintiffs seek compensatory and punitive damages in an
unspecified amount. A trial is likely in the first half of 1996.
Another action raising substantially similar claims and filed in
California state court in October 1994 has been stayed pending
the trial of this action. A working group of state attorneys
general, representing the interests of 18 states, also requested
documents regarding the Company's pricing, labeling and
advertising of Optima FW, Medalist and SeeQuence2 lenses. The
State of Florida has indicated that it will pursue an
investigation independent of the working group and has served a
subpoena seeking documents relating to the marketing and sale of
contact lenses and contact lens solutions. The Company continues
to vigorously defend the marketing of these lens systems.
7
4. In May and June 1995, the Company was served with several
proposed class action complaints in New York, New Jersey,
Pennsylvania and California, alleging that the Company misled
consumers in its marketing and sale of Sensitive Eyes Rewetting
Drops and Saline Solution and Bausch & Lomb Eyewash. Pending a
motion to certify a class in the New York action, the other
actions were stayed. The Company stipulated to certification of
a nationwide class of purchasers of Sensitive Eyes Rewetting
Drops, Boston Rewetting Drops, ReNu Rewetting Drops and Bausch &
Lomb Eyewash between May 1, 1989 and June 30, 1995 in the New
York action. In exchange plaintiffs agreed to seek dismissal of
their actions in other states. Another action, which was filed
by a separate group of plaintiffs' attorneys in state court in
California, was stayed by the court pending further review. The
Company vigorously defends the marketing of these products.
5. In June 1994, the Florida Attorney General, acting on behalf
of disposable contact lens consumers in the State of Florida,
filed an antitrust action against the Company and others in the
United States District Court for the Middle District of Florida.
The complaint challenges the Company's long-standing policy of
selling contact lenses only to licensed professionals.
Plaintiffs allege that the policy was adopted in conspiracy with
others to eliminate alternative channels of trade from the
disposable lens market. The Florida Attorney General seeks
treble damages on behalf of all purchasers of contact lenses,
whether from the Company or others, a $1 million penalty and
injunctive relief. A number of consumer class actions have been
consolidated in the Middle District of Florida and actions are
pending in California, Alabama and Tennessee state courts. The
complaints make similar allegations and seek similar relief on
behalf of consumers outside the State of Florida. The Company
defends its policy as a lawfully adopted means of insuring
effective distribution of its products and safeguarding
consumers' health.
6. In 1995, the Company established additional provisions for,
among other things, the costs and expenses associated with
certain litigation against the Company. One of the matters
related to litigation arising from the marketing and sale of
Miracle-Ear hearing aids manufactured and sold by the Company's
Dahlberg Inc. subsidiary between January 1989 and January 1994.
In November 1995, settlements of class actions in Minnesota and
Alabama and an action by the FTC were approved. The provision
balance is deemed adequate to satisfy the settlements in these
matters as well as the costs and expenses reasonably estimable
with regard to the other pending matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
Inapplicable.
8
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
41, 42 and 66-67, respectively, of the Annual Report are
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on pages 66-67,
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 28-42 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 43-65 and 42, respectively, are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable.
9
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 3-6, and such
information is incorporated herein by reference. Set forth below
are the names, ages (as of March 1, 1996), 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
William H. Waltrip (58) Chairman and Chief Executive Officer
since January 1996; Chairman of Technology Solutions Company
since 1993; Chief Executive Officer, Technology Solutions Company
(1993-1995); Chairman and Chief Executive Officer of Biggers
Brothers, Inc. (1991-1993); Consultant to private industry (1988-
1991).
William M. Carpenter (43) President and Chief Operating Officer
since December 1995; Executive Vice President, Global Business
Manager, Eyewear since March 1995; President and Chief Executive
Officer, Reckitt and Colman, Inc. (1994-1995); President and
Chief Operating Officer, Reckitt and Colman, Inc. (1992-1994);
President, Household Products Division, Reckitt and Colman, Inc.
(1991-1992).
Daniel E. Gill (59) (Retirement Date January 31, 1996)
Chairman since 1982, Chief Executive Officer since 1981 and
Director since l978.
James C. Foster (45) Senior Vice President since December
1994 and President and Chief Executive Officer of Charles River
Laboratories, Inc., a subsidiary of the Company, since 1991; Vice
President (1991-1994); Executive Vice President, Charles River
Laboratories, Inc. (1989-1991).
Stephen A. Hellrung (48) Senior Vice President since March 1995;
Secretary since December 1994; Vice President and General Counsel
(1985-1994).
Jay T. Holmes (53) (Retirement Date May 10, 1996) Executive Vice
President since March 1995 and Chief Administrative Officer since
December 1994; Senior Vice President (1983-March 1995); Corporate
Affairs (1983-1994); Secretary (1981-1994); Director since 1986.
James E. Kanaley (54) Senior Vice President since 1985 and
President, Personal Products Division; Global Business Manager,
Lens Care Products since December 1994; President, Personal
Products Division (1987-1994).
Alex Kumar (48) Senior Vice President, International
Operations since December 1994; Vice President (1989-1994);
President, Europe, Middle East and Africa Division (1989-1994).
Stephen C. McCluski (43) Senior Vice President, Finance since
February 1995; Vice President and Controller (1994); President,
Outlook Eyewear Company (1992-February 1994); Vice President,
Controller, Eyewear Division (1989-1992).
10
Robert J. Palmisano (51) (Resignation Date November 3, 1995)
Senior Vice President since 1992 and President, Eyewear Division
since 1988; Vice President (1984-1992).
Thomas M. Riedhammer (47) Senior Vice President, Worldwide
Pharmaceutical, Surgical, and Hearing Care Products since
December 1994; Vice President (1993-1994); President, Worldwide
Pharmaceuticals (1994); President, Pharmaceutical Division (1992-
1993); Vice President, Research and Development, Pharmaceutical
Division (1991-1992); Vice President, Paco Pharmaceutical
Services, Inc., and President, Paco Research Corporation (1986-
1991).
Carl E. Sassano (46) Senior Vice President since 1992 and
President, Contact Lens Division since September 1994; Global
Business Manager, Contact Lens Products since December 1994; Vice
President (1986-1992); President, Polymer Technology Corporation,
a subsidiary of the Company (1983-1992).
Deborah K. Smith (48) Senior Vice President, Human Resources
since April 1995; Corporate Vice President, Global Human
Resources Initiatives, Xerox Corporation (1994-1995); Vice
President, Human Resources and Support Services, Development and
Manufacturing Group and Corporate Strategic Services, Xerox
Corporation (1988-1994).
Franklin T. Jepson (48) Vice President, Communications and
Investor Relations since 1986.
Jurij Z. Kushner (45) Vice President and Controller since
February 1995; Vice President, Operations, Personal Products
Division (1994-1995); Vice President and Controller, Personal
Products Division (1992-1994); Staff Vice President, Financial
Planning and Analysis (1986-1992).
James C. Foster is the son of Henry L. Foster, a Senior Vice
President of the Company. 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 "Report of the Committee on Management", "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 9-18, 1-2, 18, 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
7-8 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The first paragraph of the section entitled "Related
Transactions and Employment Contracts" and
the section entitled "Employment Contracts, Termination of
Employment and Change of Control Arrangements" on pages 18-19 of
the Proxy Statement are incorporated herein by reference.
11
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 65
Balance Sheet at December 30, 1995
and December 31, 1994 44
For the years ended December 30, 1995,
December 31, 1994 and December 25, 1993:
Statement of Earnings 43
Statement of Cash Flows 45
Notes to Financial Statements 46-64
2. Filed herewith
Report of Independent Accountants
on Financial Statement Schedules Exhibit (24)
For the years ended December 30, 1995,
December 31, 1994 and December 25,
1993:
SCHEDULE II- Valuation and Qualifying Page S-1
Accounts
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
Inapplicable.
(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)-z 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.
12
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 28, 1996 By:/s/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 28, 1996 By:/s/William H. Waltrip
William H. Waltrip
Chairman,
Chief Executive Officer
and Director
Principal Financial Officer
Date: March 28, 1996 By:/s/ Stephen C. McCluski
Stephen C. McCluski
Senior Vice President,
Finance
Controller
Date: March 28, 1996 By:/s/ Jurij Z. Kushner
Jurij Z. Kushner,
Vice President and Controller
Directors
Franklin E. Agnew
William Balderston III
Bradford R. Boss
Jay T. Holmes
Ruth R. McMullin
John R. Purcell
Linda Johnson Rice
Alvin W. Trivelpiece
William H. Waltrip
Kenneth L. Wolfe
Date: March 28, 1996 By:/s/Jay T. Holmes
Jay T. Holmes
Attorney-in-Fact and
Director
S-1
Bausch & Lomb Incorporated
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Reserves for
Doubtful Accounts
(Dollar amounts December 30, December 31, December 25,
in thousands) 1995 1994* 1993*
_____________________________________________________________
Balance at $ 16,830 $ 13,753 $ 11,834
beginning of year
Activity for the year:
Provision charged 8,253 8,007 4,220
to income
(Reductions)/ (821) 1,769 1,224
additions resulting
from (divestiture)/
acquisition activity
Accounts written (10,194) (7,696) (4,418)
off
Recoveries on 634 997 893
accounts previ-
ously written
off
Reclassifi- (3,470) -- --
cations
Balance at end $ 11,232 $ 16,830 $ 13,753
of year
*Results have been restated as more fully described in Note 2 -
"Restatement of Financial Information".
Represents reserves related to trade receivables which have
been reclassified to Notes Receivable.
E-1
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 (filed as Exhibit (10)-b to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-4105, and incorporated herein by
reference).
(10)-c Amendment to the Bausch & Lomb Incorporated
Executive Incentive Compensation Plan (filed herewith).
(10)-d 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).
E-2
(10)-e 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)-f 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)-g 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)-h 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)-i The Bausch & Lomb Incorporated Management
Executive Incentive Plan (filed as Exhibit (10)-h to the
Company's Annual Report on Form 10-K for fiscal year ended
December 31, 1994, File No. 1-4105, and incorporated herein by
reference).
(10)-j Amendment to the Bausch & Lomb Incorporated
Management Executive Incentive Plan (filed herewith).
(10)-k The Bausch & Lomb Supplemental Management
Executive Incentive Plan (filed as Exhibit (10)-i to the
Company's Annual Report on Form 10-K for fiscal year ended
December 31, 1994, File No. 1-4105, and incorporated herein by
reference).
(10)-l Amendment to the Bausch & Lomb Supplemental
Management Executive Incentive Plan (filed herewith).
(10)-m The Bausch & Lomb Incorporated Long Term
Performance Stock Plan I (filed as Exhibit (10)-j to the
Company's Annual Report on Form 10-K for fiscal year ended
December 31, 1994, File No. 1-4105, and incorporated herein by
reference).
(10)-n Bausch & Lomb Incorporated Long Term
Performance Stock Plan II, as amended (filed as Exhibit (10)-i to
the Company's Annual Report on Form 10-K for fiscal year ended
December 25, 1993, File No. 1-4105 and incorporated herein by
reference).
(10)-o 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)-p 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)-q 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)-r 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)-s 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).
E-3
(10)-t 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)-u 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)-v 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)-w 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)-x 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)-y 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)-z 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 1994 Annual Report to
Shareholders for the fiscal year ended December 31, 1994 (filed
herewith). 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.
(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 (filed herewith).
(27) Financial Data Schedule (filed herewith).