- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
--------------
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
--------------
COMMON SHARES, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)
CLAUDIO DEL VECCHIO
44 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
(516) 484-3800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
JONATHAN GOLDSTEIN
WINSTON & STRAWN
175 WATER STREET
NEW YORK, NEW YORK 10038
(212) 269-2500
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* $1,201,654,248 AMOUNT OF FILING FEE** $240,330.85
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase of 50,068,927 Common Shares of the Subject Company and the
associated Rights at $24.00 cash per share, which is equal to the sum of (i)
the number of Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Subject Company for the quarter ended October 29, 1994 and (ii)
the number of Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Subject Company for the fiscal year ended January
29, 1994.
** 1/50 of 1% of Transaction Valuation.
X Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $240,330.85
Form or Registration No.: Schedule 14D-1
Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
Date Filed: March 3, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 1 of 4 Pages
The Exhibit Index is located on Page 4
<PAGE>
Luxottica Group S.p.A. and Luxottica Acquisition Corp. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, filed on March 3,
1995 (as amended, the "Schedule 14D-1"), with respect to the offer to purchase
all of the outstanding Common Shares, without par value, of The United States
Shoe Corporation, including the associated preference share purchase rights, as
set forth in this Amendment No. 2. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended to add the following:
(e) As disclosed in the Offer to Purchase, Parent and the Purchaser have taken
preliminary steps to commence a solicitation of appointments of designated
agents ("agent designations") to call a special meeting of the shareholders of
the Company (the "Special Meeting") at which, among other things, Parent and
the Purchaser will propose that the holders of Shares (i) remove all of the
incumbent directors of the Company, (ii) elect the nominees of the Purchaser as
directors to fill the vacancies created thereby and (iii) if the Control Share
Condition shall not have theretofore been satisfied, amend the Regulations of
the Company to provide that the Ohio control share acquisition law, Section
1701.831 of the ORC ("Section 831"), does not apply to the purchase of the
Shares pursuant to the Offer. On March 7, 1995, Parent, the Purchaser,
Avant-Garde Optics, Inc., a direct wholly owned subsidiary of Parent, Mr.
Claudio Del Vecchio, the Executive Vice President of Avant-Garde Optics, Inc.
and a Managing Director of Parent, and Ms. Debra Del Vecchio, the spouse of Mr.
Claudio Del Vecchio, requested that (i) the Board of Directors of the Company
fix, by not later than 12:00 Noon, E.S.T., on Friday, March 10, 1995, a record
date for the determination of holders of Shares entitled to execute agent
designations and (ii) the record date so fixed be the close of business on
Friday, March 17, 1995.
As disclosed in the Offer to Purchase, Section 831 requires that on or
before March 13, 1995 the Company call a special meeting of the shareholders of
the Company (the "Section 831 Meeting") to consider the authorization of the
acquisition of Shares pursuant to the Offer. On March 7, 1995, Parent and the
Purchaser requested that (i) the Board of Directors of the Company fix, by not
later than 12:00 Noon, E.S.T., on Friday March 10, 1995, a record date for the
determination of holders of Shares entitled to notice of and to vote at the
Section 831 Meeting and (ii) the record date so fixed be the close of business
on Friday, March 17, 1995.
On March 9, 1995, Parent issued the press release included herein as Exhibit
(a)(11) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following exhibits:
(a)(11) --Text of Press Release issued by Parent, dated March 9, 1995.
(a)(12) --Acquiring Person Statement of Parent and the Purchaser, dated
March 3, 1995, pursuant to Section 1701.831 of the Ohio Revised
Code, filed with the Securities and Exchange Commission on
March 9, 1995 as definitive additional material pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as amended,
and incorporated herein by reference.
2
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
LUXOTTICA GROUP S.P.A.
Dated: March 9, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: March 9, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
President
3
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
(a)(1) --Offer to Purchase, dated March 3, 1995.................................... *
(a)(2) --Letter of Transmittal..................................................... *
(a)(3) --Notice of Guaranteed Delivery............................................. *
(a)(4) --Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees........................................ *
(a)(5) --Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.............................................. *
(a)(6) --Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9....................................................... *
(a)(7) --Summary Advertisement as published in The Wall Street Journal on March 3,
1995........................................................................ *
(a)(8) --Text of Press Release issued by Parent, dated March 3, 1995............... *
(a)(9) --Preliminary Proxy Statement dated March 6, 1995 of Luxottica Group S.p.A.
and Luxottica Acquisition Corp. for the Special Meeting of Shareholders
under Section 1701.831 of the Ohio Revised Code of The United States Shoe
Corporation, together with the form of Proxy relating thereto, as filed
with the Securities and Exchange Commission on March 6, 1995 and
incorporated herein by reference.
(a)(10) --Preliminary Solicitation Statement dated March 7, 1995 of Luxottica Group
S.p.A. and Luxottica Acquisition Corp. to call a Special Meeting of
Shareholders of The United States Shoe Corporation, together with the form
of Appointment of Designated Agents relating thereto, as filed with the
Securities and Exchange Commission on March 7, 1995 and incorporated
herein by reference.
(a)(11) --Text of Press Release issued by Parent, dated March 9, 1995...............
(a)(12) --Acquiring Person Statement of Parent and the Purchaser, dated March 3,
1995, pursuant to Section 1701.831 of the Ohio Revised Code, filed with
the Securities and Exchange Commission on March 9, 1995 as definitive
additional material pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse................ *
(g)(1) --Complaint Seeking Declaratory and Injunctive Relief filed in the United
States District Court for the Southern District of Ohio, Eastern Division,
on March 3, 1995, relating to the Ohio Take-Over Act, the Preference Share
Purchase Rights and the impairment of the voting rights of certain Shares
under Sections 1701.01(CC)(2) and 1701.831 of the Ohio Revised Code....... *
(g)(2) --First Amended Verified Complaint seeking Declaratory and Injunctive Relief
filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 6, 1995, relating to
the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code........................ *
</TABLE>
- ------------
* Previously filed.
4
EXHIBIT(a)(11)
LOGO
FOR IMMEDIATE RELEASE
For more information, contact
Mark Harnett (MacKenzie Partners, Inc., Information Agent) at 212-929-5877
or
Felicia Vonella (Dewe Rogerson, Inc.,) at 212-688-6840
LUXOTTICA DEMANDS THAT U.S. SHOE SET RECORD DATES
(New York, USA and Milan, Italy, March 9, 1995)--In connection with its
tender offer for all outstanding shares of The United States Shoe Corporation,
Luxottica Group S.p.A. (NYSE:LUX) today announced that it has formally requested
that U.S. Shoe set record dates by 12:00 noon, EST, Friday, March 10, 1995, for
the required control share acquisition ("831") meeting and the call by U.S. Shoe
shareholders of a special meeting. Luxottica also requested that U.S. Shoe set
March 17, 1995 as the record date for both of these shareholder actions.
If the special meeting is called, Luxottica will propose that U.S. Shoe
shareholders vote at such meeting to remove all of the incumbent U.S. Shoe
directors and elect Luxottica's nominees as the new directors.
Luxottica has filed preliminary proxy materials with the SEC for the 831
meeting and the call of the special meeting.
The tender offer can only be consummated if the shareholders of U.S. Shoe
authorize the proposed control share acquisition, under Ohio Rev. Code Section
831, by the affirmative vote of a majority of the voting power of U.S. Shoe in
the election of directors represented at the 831 meeting and a majority of the
portion of such voting power excluding the voting power of "interested shares",
or if Luxottica Acquisition Corp. is satisfied, in its sole discretion, that
Section 831 is invalid or inapplicable to the acquisition of shares pursuant to
the tender offer.
On Friday, March 3, 1995, Luxottica Group initiated a cash tender offer to
acquire all outstanding common shares, and associated preference share purchase
rights, of U.S. Shoe at a price of $24.00 net per share, subject to the
conditions set forth in the Offer. The Offer will expire at midnight New York
City time on March 30, 1995 unless extended.
Luxottica Group S.p.A., based in Italy, is a world leader in the design,
manufacture and marketing of high quality eyeglass frames and sunglasses in the
mid and premium price categories. Luxottica's products, which are designed and
manufactured in four facilities located in Italy and include over 1,700 styles
available in a wide array of colors and sizes, are sold through wholly-owned
subsidiaries in the USA, Canada, Italy, France, Spain, Portugal, Sweden,
Germany, United Kingdom, Brazil, Switzerland and Mexico, through 51%-owned
distributors in Belgium, Netherlands, and Finland, through a 50% joint venture
in Japan, through a 75% controlled company in Austria and through a 75.5%
controlled company in Greece. Luxottica's US operations in fiscal year 1994,
accounted for 39.5% of Luxottica's total consolidated sales.
Luxottica Group S.p.A. listed its American Depositary Shares on the New York
Stock Exchange in January 1990. Luxottica's ADSs are traded only on the NYSE.
