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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE UNITED STATES SHOE CORPORATION
(Name of Issuer)
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 Persons Authorized
to Receive Notices and Communications)
WITH A COPY TO:
JONATHAN GOLDSTEIN
WINSTON & STRAWN
175 WATER STREET
NEW YORK, NEW YORK 10038
(212) 269-2500
MAY 11, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this Schedule because of Rules 13d-1(b)(3) or (4), check the following: / /
Check the following box if a fee is being paid with this Statement: X
================================================================================
Page 1 of 14 Pages
The Exhibit Index is located on Page 14
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonardo Del Vecchio
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the Republic of Italy
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--45,068,982
BENEFICIALLY 8. SHARED VOTING POWER--0
OWNED BY 9. SOLE DISPOSITIVE POWER--45,068,982
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--0
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to beneficially own the 45,037,607 Common Shares, without par value (and
the associated Preference Share Purchase Rights) directly owned by Luxottica
Acquisition Corp. and the 31,375 Common Shares, without par value (and the associated
Preference Share Purchase Rights) directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
May be deemed to beneficially own (i) the approximately 95.9% equity interest in the
Issuer directly owned by Luxottica Acquisition Corp. and (ii) the less than 1% equity
interest in the Issuer directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON--IN
--------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luxottica Group S.p.A.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--45,068,982
BENEFICIALLY 8. SHARED VOTING POWER--0
OWNED BY 9. SOLE DISPOSITIVE POWER--45,068,982
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--0
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to beneficially own the 45,037,607 Common Shares, without par value (and
the associated Preference Share Purchase Rights) directly owned by Luxottica
Acquisition Corp. and the 31,375 Common Shares, without par value (and the associated
Preference Share Purchase Rights) directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
May be deemed to beneficially own (i) the approximately 95.9% equity interest in the
Issuer directly owned by Luxottica Acquisition Corp. and (ii) the less than 1% equity
interest in the Issuer directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON--HC, CO
--------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luxottica S.p.A.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--0
BENEFICIALLY 8. SHARED VOTING POWER--45,068,982
OWNED BY 9. SOLE DISPOSITIVE POWER--0
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--45,068,982
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to beneficially own the 45,037,607 Common Shares, without par value (and
the associated Preference Share Purchase Rights) directly owned by Luxottica
Acquisition Corp. and the 31,375 Common Shares, without par value (and the associated
Preference Share Purchase Rights) directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
May be deemed to beneficially own (i) the approximately 95.9% equity interest in the
Issuer directly owned by Luxottica Acquisition Corp. and (ii) the less than 1% equity
interest in the Issuer directly owned by Avant-Garde Optics, Inc.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON-- CO
--------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
La Meccanoptica Leonardo S.p.A.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--0
BENEFICIALLY 8. SHARED VOTING POWER--45,068,982
OWNED BY 9. SOLE DISPOSITIVE POWER--0
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--45,068,982
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to beneficially own the 45,037,607 Common Shares, without par value (and
the associated Preference Share Purchase Rights) directly owned by Luxottica
Acquisition Corp. and the 31,375 Common Shares, without par value (and the associated
Preference Share Purchase Rights) directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
May be deemed to beneficially own (i) the approximately 95.9% equity interest in the
Issuer directly owned by Luxottica Acquisition Corp. and (ii) the less than 1% equity
interest in the Issuer directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON--CO
</TABLE>
5
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luxottica U.S. Holdings Corp.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--0
BENEFICIALLY 8. SHARED VOTING POWER--45,068,982
OWNED BY 9. SOLE DISPOSITIVE POWER--0
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--45,068,982
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to beneficially own the 45,037,607 Common Shares, without par value (and
the associated Preference Share Purchase Rights) directly owned by Luxottica
Acquisition Corp. and the 31,375 Common Shares, without par value (and the associated
Preference Share Purchase Rights) directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
May be deemed to beneficially own (i) the approximately 95.9% equity interest in the
Issuer directly owned by Luxottica Acquisition Corp. and (ii) the less than 1% equity
interest in the Issuer directly owned by Avant-Garde Optics, Inc.
--------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON--CO
--------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Avant-Garde Optics, Inc.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, AF
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--0
BENEFICIALLY 8. SHARED VOTING POWER--45,068,982
OWNED BY 9. SOLE DISPOSITIVE POWER--0
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--45,068,982
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,375 Common Shares, without par value (and the associated Preference Share Purchase
Rights); may be deemed to beneficially own the 45,037,607 Common Shares, without par
value (and the associated Preference Share Purchase Rights) directly owned by Luxottica
Acquisition Corp.
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
Less than 1% of the equity interest in the Issuer; May be deemed to beneficially own
the approximately 95.9% equity interest in the Issuer directly owned by Luxottica
Acquisition Corp.
--------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON--CO
--------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
SCHEDULE 13D
--------------------
CUSIP No. 912605102
--------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luxottica Acquisition Corp.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER--0
BENEFICIALLY 8. SHARED VOTING POWER--45,037,607
OWNED BY 9. SOLE DISPOSITIVE POWER--0
EACH PERSON WITH 10. SHARED DISPOSITIVE POWER--45,037,607
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,037,607 Common Shares, without par value (and the associated Preference Share
Purchase Rights)
--------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
approximately 95.9% equity interest in the Issuer
--------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON--CO
--------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the Common
Shares, without par value (the "Shares"), and the associated Preference Share
Purchase Rights (the "Rights"), of The United States Shoe Corporation, an Ohio
corporation ("U.S. Shoe"), which has its principal executive office at One
Eastwood Drive, Cincinnati, Ohio 45227. As used herein, unless the context
otherwise requires, the term "Shares" shall include the Rights.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f) This Statement is being filed by Luxottica Group S.p.A., a
corporation organized under the laws of the Republic of Italy ("Luxottica"), for
itself and on behalf of each of Leonardo Del Vecchio, an individual and a
citizen of the Republic of Italy, Luxottica S.p.A., a corporation organized
under the laws of the Republic of Italy ("Luxottica S.p.A"), La Meccanoptica
Leonardo S.p.A., a corporation organized under the laws of the Republic of Italy
("La Meccanoptica"), Luxottica U.S. Holdings Corp., a Delaware corporation
("U.S. Holdings"), Avant-Garde Optics, Inc., a New York corporation
("Avant-Garde"), and Luxottica Acquisition Corp., a Delaware corporation
("Acquisition Corp.").
Mr. Del Vecchio owns, together with other members of the Del Vecchio family,
approximately 71.5% of Luxottica's stock. Luxottica owns 100% of the stock of
each of Luxottica S.p.A. and La Meccanoptica and 0.1% of the stock of
Avant-Garde. Luxottica S.p.A. and La Meccanoptica own 85% and 15%, respectively,
of the stock of U.S. Holdings. U.S. Holdings owns 99.9% of the stock of Avant-
Garde. Avant-Garde owns 100% of the stock of Acquisition Corp. and 31,375 of the
Shares (less than 1% of the total outstanding Shares) to which this Statement
relates. Acquisition Corp. owns 45,037,607 of the Shares to which this Statement
relates, which represents, based on a certification obtained from the transfer
agent of the Shares, approximately 95.9% of the stock of U.S. Shoe as of May
11, 1995.
<TABLE>
<S> <C> <C>
(b) (i) Leonardo Del Vecchio's business address is:
Via Valcozzena 10, 32021
Agordo (Belluno), Italy.
(ii) The address of the principal office of each of Luxottica, Luxottica S.p.A. and
La Meccanoptica is:
Via Valcozzena 10, 32021
Agordo (Belluno), Italy.
(iii) The address of the principal office of each of U.S. Holdings and Acquisition
Corp. is:
c/o The Corporation Trust Company
The Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(iv) The address of the principal office of Avant-Garde is:
44 Harbor Park Drive
Port Washington, New York 11050.
(v) Unless indicated below in paragraph (c)(vii) of this Item 2, the business
address of such persons listed in paragraph (c)(vii) is:
Via Valcozzena 10, 32021
Agordo (Belluno), Italy.
(c) (i) Leonardo Del Vecchio is the Chairman of the Board and Chief Executive Officer
of Luxottica, the Chairman of the Board and Chief Executive Officer of
Acquisition Corp. and a Director of each of Luxottica and Acquisition Corp.
(ii) The principal business of Luxottica is the design, manufacture and marketing
of high quality eyeglass frames in the mid and premium price categories.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
(iii) The principal business of each of Luxottica S.p.A. and La Meccanoptica is the
design and manufacture of Luxottica's product lines.
(iv) The principal business of U.S. Holdings is the ownership of a majority equity
interest in Avant-Garde.
(v) The principal business of Avant-Garde is the distribution of Luxottica's
product lines.
(vi) The principal business of Acquisition Corp. is the acquisition of U.S. Shoe.
</TABLE>
<TABLE><CAPTION>
(vii) The following table sets forth the name and principal occupation or employment
of each Director and executive officer (except Leonardo Del Vecchio (see
paragraphs (b)(i) and (c)(i) above)) of Luxottica, Luxottica S.p.A.,
La Meccanoptica, U.S. Holdings, Avant-Garde and Acquisition Corp.:
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
------------------------------------ -----------------------------------------------------
<S> <C>
Luigi Francavilla (A),(B)........... A Managing Director and the Chief Operating Officer
of Luxottica; Managing Director of Luxottica S.p.A.
Claudio Del Vecchio (A),(B),(C),
(D),(E),(F)......................... A Managing Director of Luxottica; Executive Vice
Avant-Garde Optics, Inc. President of Avant-Garde; and Director and President and
44 Harbor Park Drive Secretary of Acquisition Corp.
Port Washington, New York 11050
Roberto Chemello (A),(B),(C)........ A Managing Director of Luxottica.
Lucio Rondelli (A).................. Chairman of G.T.B. Spa (the company which operates
the computerized trading system of the Italian Stock
Exchange); ARCA Spa (a private mutual fund manager);
ARCA Merchant Spa (a merchant bank); and CENTRO SIM
(a private brokerage company).
Tancredi Bianchi (A)................ Professor of Credit and Banking at the Bocconi
University.
Enrico Pizzoni (C).................. Manager of Export Sales of Luxottica S.p.A.
Henry Sand.......................... Senior Vice President--Sales and Marketing of Avant-
Avant-Garde Optics, Inc. Garde.
44 Harbor Park Drive
Port Washington, New York 11050
Julien Millet....................... Vice President--Operations of Avant-Garde.
Avant-Garde Optics, Inc.
44 Harbor Park Drive
Port Washington, New York 11050
Susi Belli ......................... Marketing Manager of Luxottica; and Manager of
Investor Relations and Public Relations of Luxottica.
Michael Boxer....................... General Counsel and Director of Business Affairs of
Avant-Garde and General Counsel and Assistant Secretary
of Acquisition Corp.
Giovanni Malavesi (C)............... Managing Director of La Meccanoptica.
Giancarlo Bertazzo (C).............. Production General Manager of La Meccanoptica
Marisa Del Vecchio (B)(C)........... Director of Luxottica S.p.A. and La Meccanoptica
Paola Del Vecchio (B)(C)............ Director of Luxottica S.p.A. and La Meccanoptica
Giuseppe Vignato ................... Administrative General Manager of Luxottica S.p.A.
Marco Cadorin ...................... Export Manager of Luxottica S.p.A.
Emesto Fassen ...................... Production Manager of Luxottica S.p.A.
Giuseppe Villa...................... Sales Manager of La Meccanoptica.
Giorgio Piccinini................... Administrative Manager of La Meccanoptica.
</TABLE>
(A) Director of Luxottica
(B) Director of Luxottica S.p.A.
(C) Director of La Meccanoptica
(D) Director of U.S. Holdings
(E) Director of Avant-Garde
(F) Director of Acquisition Corp.
(d) and (e) During the last five years, none of Luxottica, any of the
other reporting persons on this Statement or any of the executive officers or
directors of any of the reporting persons on this Statement which are
corporations (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and, as a result
of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Avant-Garde acquired the 31,375 Shares owned by it, using working capital to
fund the purchase of such Shares, as follows: 5,675 Shares on November 7, 1994,
11,400 Shares on November 8, 1994, 11,400 Shares on November 10, 1994 and 2,900
Shares on November 14, 1994.
Claudio Del Vecchio and his wife beneficially and of record own, as joint
tenants, 5100 shares which were purchased as follows: 700 shares on February
13, 1992, 800 shares of February 25, 1993, 1,600 shares on October 27, 1994 and
2,000 shares on October 28, 1994.
In connection with Acquisition Corp.'s May 11, 1995 acquisition of Shares
reported on this Statement (the "Tendered Shares"), U.S. Holdings on May 12,
1995 invested as capital in Avant-Garde an amount equal to $1,126,249,315 which
U.S. Holdings borrowed on such date under that certain Credit Agreement, dated
as of May 1, 1995, by and among U.S. Holdings, the lenders party thereto from
time to time, and Credit Suisse, as Administrative Agent thereunder (the "Credit
Agreement"). Avant-Garde in turn on May 12, 1995 provided Acquisition Corp.
with an amount equal to the entire proceeds received by it from
U.S. Holdings, which amount Acquisition Corp. used to fund its purchase,
pursuant to the terms and conditions of Acquisition Corp.'s Offer to Purchase,
dated March 3, 1995 (the "Offer to Purchase"), the Supplement to the Offer to
Purchase, dated April 24, 1995 (the "Supplement"), the related Letter of
Transmittal (the "Letter of Transmittal") and revised Letter of Transmittal
(the "Revised Letter of Transmittal"), of 42,193,952 of the Tendered Shares.
On May 19, 1995 U.S. Holdings obtained additional loans under the Credit
Agreement in the aggregate amount of $100 million, a portion of which
(approximately $79.6 million) was necessary to fund Acquisition Corp.'s
payment for the remaining 2,843,655 Tendered Shares, which Shares were
subject at the Expiration Date (as defined in the Supplement) to the
"Guaranteed Delivery" procedures described in the Offer to Purchase and the
Supplement. U.S. Holdings invested as capital in Avant-Garde a portion of
such additional loan proceeds, Avant-Garde in turn provided Acquisition Corp.
with the additional funds so received from U.S. Holdings and Acquisition Corp.
used such amount to fund its payment for the remaining 2,843,655 Tendered
Shares.
A copy of each of the Credit Agreement, the Offer to Purchase, the
Supplement, the Letter of Transmittal and the Revised Letter of Transmittal are
attached hereto as Exhibits I, II, III, IV and V, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
(a), (b) and (e) Avant-Garde purchased the Shares owned by it for
investment purposes. Claudio Del Vecchio and his wife purchased the shares owned
by them for investment purposes. The purpose of Acquisition Corp.'s May 11, 1995
acquisition of Shares reported on this Statement is to
10
<PAGE>
enable Luxottica to acquire control of, and the entire equity interest in, U.S.
Shoe. Acquisition Corp. currently intends, as soon as practicable, to seek to
consummate the merger of Acquisition Corp. with and into U.S. Shoe (the
"Merger"), in accordance with the terms and conditions of that certain Agreement
and Plan of Merger, dated as of April 21, 1995, by and among Avant-Garde,
Acquisition Corp. and U.S. Shoe, as amended (the "Merger Agreement"). In the
Merger, as more fully described in the Merger Agreement, each Share not owned by
Luxottica, Avant-Garde, Acquisition Corp. or any other direct or indirect
subsidiary of Avant-Garde and Dissenting Shares (as defined in the Merger
Agreement) shall be cancelled, extinguished and converted into the right to
receive $28.00 net per Share in cash without interest thereon.
A copy of the Merger Agreement is attached hereto as Exhibit VI.
(d) Pursuant to Section 1.4 of the Merger Agreement, U.S. Shoe on May 12,
1995 obtained the resignations of eight of its 11 directors and elected the
following designees of Avant-Garde as directors of U.S. Shoe to fill such eight
vacancies:
Leonardo Del Vecchio
Luigi Francavilla
Claudio Del Vecchio
Roberto Chemello
Susi Belli
Michael A. Boxer
Giuseppe Vignato
Vito Giannola.
(h) and (i) In connection with the consummation of the proposed Merger, the
Shares will be delisted from each of The New York Stock Exchange, Inc. and the
Pacific Stock Exchange, and the Shares will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Acquisition Corp. directly beneficially owns 45,037,607 of the Shares
(including all of the Rights relating to such Shares) to which this Statement
relates, which number of Shares, based on a certification obtained from the
transfer agent for the Shares, constitutes approximately 95.9% of the total
outstanding Common Shares, without par value, of U.S. Shoe as of May 11, 1995.
By virtue of his ability to control Luxottica and the other reporting persons
on this Statement, Leonardo Del Vecchio may be deemed to beneficially own the
Shares directly owned by Acquisition Corp. and by Avant-Garde. By virtue of its
direct and indirect 100% ownership of each of the other corporate reporting
persons on this Statement, Luxottica beneficially owns the Shares directly owned
by Acquisition Corp. and Avant-Garde. By virtue of the indirect interests in
Avant-Garde owned by Luxottica S.p.A. and La Meccanoptica, Luxottica S.p.A. and
La Meccanoptica may be deemed to share beneficial ownership (together with
Luxottica) of the Shares directly owned by Acquisition Corp. and Avant-Garde. By
virtue of its interest in Avant-Garde, U.S. Holdings may be deemed to share
ownership with Luxottica of the Shares directly owned by Acquisition Corp. and
Avant-Garde. Avant-Garde directly owns 31,375 Shares (less than 1% of the
outstanding Shares) and, by virtue of its 100% equity interest in Acquisition
Corp., Avant-Garde may be deemed to also beneficially own the Shares directly
owned by Acquisition Corp. Claudio Del Vecchio and his wife beneficially and of
record own, as joint tenants 5,100 Shares (less than 1% of the outstanding
Shares).
(b) Luxottica has the sole power to direct the vote of the Shares held by
Acquisition Corp. and Avant-Garde because Luxottica indirectly owns a 100%
equity interest in each of Acquisition Corp. and Avant-Garde. Leonardo Del
Vecchio may be deemed to have the sole power to direct the vote of the Shares
held by Acquisition Corp. and Avant-Garde because Mr. Del Vecchio has the
ability to control Luxottica. Claudio Del Vecchio and his wife have the sole
power to direct the vote of the Shares owned by them.
11
<PAGE>
(c) Acquisition Corp. acquired 45,037,607 of the Shares to which this
Statement relates on May 11, 1995 pursuant to the Offer (as defined in the
Supplement) at the purchase price of $28.00 net per Share in cash without
interest thereon. None of the reporting persons (or any of the other persons
identified in Item 2 above) on this Statement effected any transaction in the
Shares of U.S. Shoe during the past 60 days other than as described in the
immediately preceding sentence.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the terms and conditions of the Credit Agreement, Luxottica
S.p.A., La Meccanoptica, Acquisition Corp. and Avant-Garde guaranteed the
obligations of U.S. Holdings arising under the Credit Agreement. In order to
secure to the obligations of Luxottica S.p.A., La Meccanoptica, Avant-Garde and
Acquisition Corp. under such guaranties and with respect to U.S. Holdings to
secure the obligations of U.S. Holdings under the Credit Agreement, Luxottica
S.p.A., La Meccanoptica, U.S. Holdings, Avant-Garde and Acquisition Corp. have
pledged, pursuant to a pledge agreement in the forms attached hereto as Exhibit
VII (the "Pledge Agreement"), to Credit Suisse, as Collateral Agent (as defined
in the Credit Agreement), the Shares owned by them, if any, and, so long as the
Credit Agreement remains in effect, have agreed to pledge any Shares acquired by
any of them in the future, including any Shares obtained by Avant-Garde pursuant
to the Merger (as defined in the Merger Agreement), all are more fully described
in the Pledge Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit I --Credit Agreement, dated as of May 1, 1995, by and among U.S. Holdings, the
lenders party thereto from time to time, and Credit Suisse, as Administrative
Agent thereunder, as filed with the Securities and Exchange Commission on May
5, 1995 as Exhibit (b)(3) to the Tender Offer Statement on Schedule 14D-1 of
Luxottica and Acquisition Corp., and incorporated herein by reference.
Exhibit II --Offer to Purchase of Acquisition Corp., dated March 3, 1995, as filed with
the Securities and Exchange Commission on March 3, 1995 as Exhibit (a)(1) to
the Tender Offer Statement on Schedule 14D-1 of Luxottica and Acquisition
Corp., and incorporated herein by reference.
Exhibit III --Supplement to Offer to Purchase, dated April 24, 1995, as filed with the
Securities and Exchange Commission on April 24, 1995 as Exhibit (a)(34) to
the Tender Offer Statement on Schedule 14D-1 of Luxottica and Acquisition
Corp., and incorporated herein by reference.
Exhibit IV --Letter of Transmittal, as filed with the Securities and Exchange Commission
on March 3, 1995 as Exhibit (a)(2) to the Tender Offer Statement on Schedule
14D-1 of Luxottica and Acquisition Corp., and incorporated herein by
reference.
Exhibit V --Revised Letter of Transmittal, as filed with the Securities and Exchange
Commission on April 24, 1995 as Exhibit (a)(35) to the Tender Offer Statement
on Schedule 14D-1 of Luxottica and Acquisition Corp., and incorporated herein
by reference.
Exhibit VI --Agreement and Plan of Merger, dated as of April 21, 1995, by and among Avant-
Garde, Acquisition Corp. and U.S. Shoe, as amended by the Amendment to
Agreement and Plan of Merger, dated as of April 26, 1995, as filed with the
Securities and Exchange Commission on April 24, 1995 and April 27, 1995,
respectively, as Exhibits (c)(3) and (c)(4), respectively, to the Tender
Offer Statement on Schedule 14D-1 of Luxottica and Acquisition Corp., and
incorporated herein by reference.
Exhibit VII --Form of Pledge Agreement
Exhibit VIII --Agreement by Leonardo Del Vecchio, Luxottica S.p.A., La Meccanoptica, U.S.
Holdings, Avant-Garde and Acquisition Corp. that this Schedule 13D (and any
amendments thereto) is being (or will be, as applicable) filed on their
behalf by Luxottica.
</TABLE>
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
This filing is signed by Luxottica Group S.p.A. on behalf of all reporting
persons on this Schedule 13D pursuant to Rule 13d-1(f)(1) promulgated under the
Securities Exchange Act of 1934, as amended.
Dated: May 22, 1995
LUXOTTICA GROUP S.P.A.
By: /s/ Claudio Del Vecchio
..................................
Claudio Del Vecchio
Managing Director
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
------------ ----
<S> <C> <C>
Exhibit I --Credit Agreement, dated as of May 1, 1995, by and among U.S. Holdings,
the lenders party thereto from time to time, and Credit Suisse, as
Administrative Agent thereunder, as filed with the Securities and
Exchange Commission on May 5, 1995 as Exhibit (b)(3) to the Tender
Offer Statement on Schedule 14D-1 of Luxottica and Acquisition Corp.,
and incorporated herein by reference.
Exhibit II --Offer to Purchase of Acquisition Corp., dated March 3, 1995, as filed
with the Securities and Exchange Commission on March 3, 1995 as Exhibit
(a)(1) to the Tender Offer Statement on Schedule 14D-1 of Luxottica and
Acquisition Corp., and incorporated herein by reference.
Exhibit III --Supplement to Offer to Purchase, dated April 24, 1995, as filed with
the Securities and Exchange Commission on April 24, 1995 as Exhibit
(a)(34) to the Tender Offer Statement on Schedule 14D-1 of Luxottica
and Acquisition Corp., and incorporated herein by reference.
Exhibit IV --Letter of Transmittal, as filed with the Securities and Exchange
Commission on March 3, 1995 as Exhibit (a)(2) to the Tender Offer
Statement on Schedule 14D-1 of Luxottica and Acquisition Corp., and
incorporated herein by reference.
Exhibit V --Revised Letter of Transmittal, as filed with the Securities and
Exchange Commission on April 24, 1995 as Exhibit (a)(35) to the Tender
Offer Statement on Schedule 14D-1 of Luxottica and Acquisition Corp.,
and incorporated herein by reference.
Exhibit VI --Agreement and Plan of Merger, dated as of April 21, 1995, by and among
Avant-Garde, Acquisition Corp. and U.S. Shoe, as amended by the
Amendment to Agreement and Plan of Merger, dated as of April 26, 1995,
as filed with the Securities and Exchange Commission on April 24, 1995
and April 27, 1995, respectively, as Exhibits (c)(3) and (c)(4),
respectively, to the Tender Offer Statement on Schedule 14D-1 of
Luxottica and Acquisition Corp., and incorporated herein by reference.
Exhibit VII --Form of Pledge Agreement
Exhibit VIII --Agreement by Leonardo Del Vecchio, Luxottica S.p.A., La Meccanoptica,
U.S. Holdings, Avant-Garde and Acquisition Corp. that this Schedule 13D
(and any amendments thereto) is being (or will be, as applicable) filed
on their behalf by Luxottica.
</TABLE>
14
EXHIBIT VII
-----------
PLEDGE AGREEMENT
----------------
PLEDGE AGREEMENT (as amended, modified or supplemented from time
to time, this "Agreement"), dated as of ___________ ___, 1995, made by each
of the undersigned (each a "Pledgor" and, together with any other entity
that becomes a party hereto pursuant to Section 23 hereof, the "Pledgors"),
to CREDIT SUISSE, as Collateral Agent (the "Pledgee"), for the benefit of
the Secured Creditors (as defined below). Except as otherwise defined
herein, capitalized terms used herein and defined in the Credit Agreement
(as defined below) shall be used herein as therein defined.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Luxottica U.S. Holdings Corp. (the "Borrower"), various
lenders from time to time party thereto (the "Banks"), and Credit Suisse,
as Administrative Agent (together with any successor administrative agent,
the "Administrative Agent"), have entered into a Credit Agreement, dated as
of May 1, 1995, providing for the making of Loans and the issuance of, and
participation in, Letters of Credit as contemplated therein (as used
herein, the term "Credit Agreement" means the Credit Agreement described
above in this paragraph, as the same may be amended, modified, extended,
renewed, replaced, restated or supplemented from time to time, and
including any agreement extending the maturity of, or restructuring all or
any portion of the Indebtedness under such agreement or any successor
agreements) (the Banks, the Administrative Agent and the Pledgee are herein
called the "Bank Creditors");
WHEREAS, the Borrower may at any time and from time to time enter
into one or more Interest Rate Protection Agreements or Other Hedging
Agreements with one or more Banks or any affiliate thereof (each such Bank
or affiliate, even if the respective Bank subsequently ceases to be a Bank
under the Credit Agreement for any reason, together with such Bank's or
affiliate's successors and assigns, if any, collectively, the "Other
Creditors," and together with the Bank Creditors, the "Secured Creditors");
WHEREAS, pursuant to the Parents Guaranty, each Parent Guarantor
has jointly and severally guaranteed to the Secured Creditors the payment
when due of all the Guaranteed Obligations as described therein;
WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guaranteed to the Secured Creditors the
payment when due of all Guaranteed Obligations as described therein;
<PAGE>
EXHIBIT VII
Page 2
WHEREAS, it is a condition to the making of Loans and the
issuance of Letters of Credit under the Credit Agreement that each Pledgor
shall have executed and delivered this Agreement; and
WHEREAS, each Pledgor will obtain benefits from the incurrence of
Loans and the issuance of Letters of Credit under the Credit Agreement and
the entering into of Interest Rate Protection Agreements or Other Hedging
Agreements and, accordingly, each Pledgor desires to enter into this
Agreement in order to satisfy the conditions described in the preceding
paragraph;
NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to each Pledgor, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor hereby makes the following
representations and warranties to the Pledgee for the benefit of the
Secured Creditors and hereby covenants and agrees with the Pledgee for the
benefit of the Secured Creditors as follows:
1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and
indebtedness (including, without limitation, indemnities, Fees and
interest thereon) of such Pledgor to the Bank Creditors, whether now
existing or hereafter incurred under, arising out of, or in connection
with the Credit Agreement and the other Credit Documents to which such
Pledgor is a party (including all such obligations and indebtedness
under the Guaranty to which such Pledgor is a party) and the due per-
formance and compliance by such Pledgor with all of the terms,
conditions and agreements contained in the Credit Agreement and such
other Credit Documents (all such obligations and liabilities under
this clause (i), except to the extent consisting of obligations or
indebtedness with respect to Interest Rate Protection Agreements or
Other Hedging Agreements, being herein collectively called the "Credit
Document Obligations");
(ii) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and
liabilities owing by such Pledgor to the Other Creditors under, or
with respect to, any Interest Rate Protection Agreement or Other
Hedging Agreement, whether such Interest Rate Protection Agreement or
Other Hedging Agreement is now in existence or hereafter arising, and
the due performance and compliance by such Pledgor with all of the
terms, conditions and agreements contained therein (all such
obligations and liabilities described in this clause (ii) being herein
collectively called the "Other Obligations");
<PAGE>
EXHIBIT VII
Page 3
(iii) any and all sums advanced by the Pledgee in order to
preserve the Collateral (as hereinafter defined) or preserve its
security interest in the Collateral;
(iv) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations, or liabilities of such
Pledgor referred to in clauses (i), (ii) and (iii) above, after an
Event of Default (as such term is defined in the Security Agreement)
shall have occurred and be continuing, the reasonable expenses of
retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Collateral, or of any exercise by the
Pledgee of its rights hereunder, together with reasonable attorneys'
fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such
Secured Creditor has the right to reimbursement under Section 11 of
this Agreement.
All such obligations, liabilities, sums and expenses set forth in clauses
(i) through (v) of this Section 1 being herein collectively called the
"Obligations," it being acknowledged and agreed that the "Obligations"
shall include extensions of credit of the types described above, whether
outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement.
2. DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein,
(i) the term "Stock" shall mean (x) in the case of Luxottica Group, only
all of the issued and outstanding shares of capital stock of Avant-Garde
and Luxottica USA at any time owned by Luxottica Group, (y) in the case of
Luxottica S.p.A. and La Meccanoptica, only all of the issued and
outstanding shares of capital stock of the Borrower at any time owned by
Luxottica S.p.A. and La Meccanoptica and (z) in the case of each other
Pledgor, all of the issued and outstanding shares of capital stock of any
corporation at any time owned by such Pledgor, provided that (A) from and
after the Merger Borrowing Date (and after giving effect thereto), the term
"Stock" shall not include any Margin Stock referred to in clauses (ii) and
(iii) of Section 10.16 of the Credit Agreement (so long as such securities
constitute Margin Stock) and (B) except as provided in the last sentence of
this Section 2, such Pledgor shall not be required to pledge hereunder, and
the term "Stock" shall not include, more than 65% of the total combined
voting power of all classes of capital stock of any Foreign Subsidiary of
such Pledgor entitled to vote, (ii) the term "Notes" shall mean all promis-
sory notes from time to time issued to, or held by, any such Pledgor
(including all Intercompany Notes held by any such Pledgor), but
specifically excluding any promissory notes issued to, or held by,
Luxottica Group, Luxottica S.p.A. or La Meccanoptica, and (iii) the term
"Securities" shall mean all of the Stock and Notes. Each Pledgor repre-
sents and warrants, that on the date hereof, (a) the Stock held by such
Pledgor consists of the number and type of shares of the stock of the
corporations as described in Annex A hereto, (b) such Stock constitutes
that percentage of the issued and out
<PAGE>
EXHIBIT VII
Page 4
standing capital stock of the issuing corporation as is set forth in Annex
A hereto, (c) the Notes held by such Pledgor consist of the promissory
notes described in Annex B hereto, (d) such Pledgor is the holder of record
and sole beneficial owner of the Stock and the Notes and there exist no
options or preemption rights in respect of any of the Stock and (e) on the
date hereof, such Pledgor owns no other Securities. If following a change
in the relevant sections of the Code or the regulations, published rules,
published rulings, notices or other official pronouncements issued or
promulgated thereunder, counsel for the respective Pledgor reasonably
acceptable to the Pledgee does not within 30 days after a request from the
Pledgee or the Required Banks deliver an opinion of counsel reasonably
satisfactory to the Pledgee, that with respect to any Foreign Subsidiary of
such Pledgor which has not already had all of its stock pledged pursuant to
this Agreement that a pledge of 66-2/3% or more of the total combined
voting power of all classes of capital stock of such Foreign Subsidiary
entitled to vote is more likely than not to cause the undistributed
earnings of such Foreign Subsidiary as determined for Federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary's
United States parent for Federal income tax purposes, then in the case of a
failure to deliver the foregoing opinion of counsel, that portion of such
Foreign Subsidiary's capital stock not pledged pursuant to this Agreement
shall be pledged to the Pledgee pursuant to this Agreement.
3. PLEDGE OF SECURITIES, ETC.
3.1. Pledge. To secure the Obligations of such Pledgor and for
------
the purposes set forth in Section 1 hereof, each Pledgor hereby (i) grants
to the Pledgee a security interest in all of the Collateral owned by such
Pledgor, (ii) pledges and deposits as security with the Pledgee, the
Securities owned by such Pledgor on the date hereof, and delivers to the
Pledgee certificates or instruments therefor, duly endorsed in blank by
such Pledgor in the case of Notes and accompanied by undated stock powers
duly executed in blank by such Pledgor (and accompanied by any transfer tax
stamps required in connection with the pledge of such Securities) in the
case of Stock, or such other instruments of transfer as are reasonably
acceptable to the Pledgee and (iii) assigns, transfers, hypothecates
mortgages, charges and sets over to the Pledgee all of such Pledgor's
right, title and interest in and to such Securities (and in and to the
certificates or instruments evidencing such Securities), to be held by the
Pledgee upon the terms and conditions set forth in this Agreement.
3.2. Subsequently Acquired Securities. If any Pledgor shall
--------------------------------
acquire (by purchase, stock dividend or otherwise) any additional
Securities at any time or from time to time after the date hereof, such
Pledgor will promptly thereafter pledge and deposit such Securities (or
certificates or instruments representing Securities) as security with the
Pledgee and deliver to the Pledgee certificates or instruments therefor,
duly endorsed in blank in the case of such Notes, and accompanied by
undated stock powers duly executed in blank by
<PAGE>
EXHIBIT VII
Page 5
such Pledgor (and accompanied by any transfer tax stamps required in
connection with the pledge of such Securities) in the case of such Stock,
or such other instruments of transfer as are reasonably acceptable to the
Pledgee, and will promptly thereafter deliver to the Pledgee a certificate
executed by a principal executive officer of such Pledgor describing such
Securities and certifying that the same has been duly pledged with the
Pledgee hereunder. Subject to the express provisions of Section 2 hereof,
no Pledgor shall be required at any time to pledge hereunder any Stock
which is more than 65% of the total combined voting power of all classes of
capital stock of any Foreign Subsidiary entitled to vote.
3.3. Uncertificated Securities. Notwithstanding anything to the
-------------------------
contrary contained in Sections 3.1 and 3.2 hereof, if any Securities
(whether now owned or hereafter acquired) are uncertificated securities,
the relevant Pledgor shall promptly notify the Pledgee thereof, and shall
promptly take all actions required to perfect the security interest of the
Pledgee under applicable law (including, in any event, under Sections 8-313
and 8-321 of the New York Uniform Commercial Code if applicable). Each
Pledgor further agrees to take such actions as the Pledgee deems necessary
or desirable to effect the foregoing and to permit the Pledgee to exercise
any of its rights and remedies hereunder, and agrees to provide an opinion
of counsel reasonably satisfactory to the Pledgee with respect to any such
pledge of uncertificated Securities promptly upon the reasonable request of
the Pledgee.
3.4. Definitions of Pledged Stock; Pledged Notes; Pledged
----------------------------------------------------
Securities and Collateral. All Stock at any time pledged or required to be
-------------------------
pledged hereunder is hereinafter called the "Pledged Stock;" all Notes at
any time pledged or required to be pledged hereunder are hereinafter called
the "Pledged Notes;" all Pledged Stock and Pledged Notes together are
called the "Pledged Securities;" and the Pledged Securities, together with
all proceeds thereof, including any securities and moneys received and at
the time held by the Pledgee hereunder, are hereinafter called the
"Collateral."
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Pledged Securities, which may be held
(in the discretion of the Pledgee) in the name of the relevant Pledgor,
endorsed or assigned in blank or in favor of the Pledgee or any nominee or
nominees of the Pledgee or a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default, each
Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Securities owned by it, and to
give consents, waivers or ratifications in respect thereof,
<PAGE>
EXHIBIT VII
Page 6
provided, that no vote shall be cast or any consent, waiver or ratification
--------
given or any action taken which would violate or be inconsistent with any
of the terms of this Agreement, the Credit Agreement, any other Credit
Document or any Interest Rate Protection Agreement or Other Hedging
Agreement (collectively, the "Secured Debt Agreements"), or which would
have the effect of impairing the value of the Collateral or any part
thereof or the position or interests of the Pledgee or any other Secured
Creditor in the Collateral. All such rights of each Pledgor to vote and to
give consents, waivers and ratifications shall cease in case an Event of
Default has occurred and is continuing, and Section 7 hereof shall become
applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there
shall have occurred and be continuing an Event of Default, all cash
dividends and distributions payable in respect of the Pledged Stock and all
payments in respect of the Pledged Notes shall be paid to the respective
Pledgor. The Pledgee shall be entitled to receive directly, and to retain
as part of the Collateral:
(i) all other or additional stock or other securities (other
than cash) paid or distributed by way of dividend or otherwise, as the
case may be, in respect of the Pledged Stock;
(ii) all other or additional stock or other securities paid or
distributed in respect of the Pledged Stock by way of stock-split,
spin-off, split-up, reclassification, combination of shares or similar
rearrangement; and
(iii) all other or additional stock or other securities or
property which may be paid in respect of the Collateral by reason of
any consolidation, merger, exchange of stock, conveyance of assets,
liquidation or similar corporate reorganization.
Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions
or other payments which are received by any Pledgor contrary to the provi-
sions of this Section 6 and Section 7 hereof shall be received in trust for
the benefit of the Pledgee, shall be segregated from other property or
funds of such Pledgor and shall be forthwith paid over to the Pledgee as
Collateral in the same form as so received (with any necessary
endorsement).
7. REMEDIES IN CASE OF EVENTS OF DEFAULT. If there shall have
occurred and be continuing an Event of Default, then and in every such
case, the Pledgee shall be entitled to exercise all of the rights, powers
and remedies (whether vested in it by this Agreement, any other Secured
Debt Agreement or by law) for the protection and
<PAGE>
EXHIBIT VII
Page 7
enforcement of its rights in respect of the Collateral, and the Pledgee
shall be entitled to exercise all the rights and remedies of a secured
party under the Uniform Commercial Code and also shall be entitled, without
limitation, to exercise the following rights, which each Pledgor hereby
agrees to be commercially reasonable:
(a) to receive all amounts payable in respect of the Collateral
otherwise payable under Section 6 hereof to the Pledgor;
(b) to transfer all or any part of the Collateral into the
Pledgee's name or the name of its nominee or nominees;
(c) to accelerate any Pledged Note which may be accelerated in
accordance with its terms, and take any other lawful action to collect
upon any Pledged Note (including, without limitation, to make any
demand for payment thereon);
(d) to vote all or any part of the Pledged Stock (whether or not
transferred into the name of the Pledgee) and give all consents,
waivers and ratifications in respect of the Collateral and otherwise
act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the
Pledgee the proxy and attorney-in-fact of such Pledgor, with full
power of substitution to do so); and
(e) at any time and from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale,
without demand of performance, advertisement or notice of intention to
sell or of the time or place of sale or adjournment thereof or to
redeem or otherwise (all of which are hereby waived by each Pledgor),
for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or
prices and on such terms as the Pledgee in its absolute discretion may
determine, provided that at least 10 days' written notice of the time
--------
and place of any such sale shall be given to such Pledgor. The Pled-
gee shall not be obligated to make any such sale of Collateral
regardless of whether any such notice of sale has theretofore been
given. Each Pledgor hereby waives and releases to the fullest extent
permitted by law any right or equity of redemption with respect to the
Collateral, whether before or after sale hereunder, and all rights, if
any, of marshalling the Collateral and any other security for the
Obligations or otherwise. At any such sale, unless prohibited by
applicable law, the Pledgee on behalf of the Secured Creditors may bid
for and purchase all or any part of the Collateral so sold free from
any such right or equity of redemption. Neither the Pledgee nor any
other Secured Creditor shall be liable for failure to
<PAGE>
EXHIBIT VII
Page 8
collect or realize upon any or all of the Collateral or for any delay
in so doing nor shall any of them be under any obligation to take any
action whatsoever with regard thereto.
8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and
remedy of the Pledgee provided for in this Agreement or any other Secured
Debt Agreement, or now or hereafter existing at law or in equity or by
statute shall be cumulative and concurrent and shall be in addition to
every other such right, power or remedy. The exercise or beginning of the
exercise by the Pledgee or any other Secured Creditor of any one or more of
the rights, powers or remedies provided for in this Agreement or any other
Secured Debt Agreement or now or hereafter existing at law or in equity or
by statute or otherwise shall not preclude the simultaneous or later
exercise by the Pledgee or any other Secured Creditor of all such other
rights, powers or remedies, and no failure or delay on the part of the
Pledgee or any other Secured Creditor to exercise any such right, power or
remedy shall operate as a waiver thereof. No notice to or demand on any
Pledgor in any case shall entitle it to any other or further notice or
demand in similar or other circumstances or constitute a waiver of any of
the rights of the Pledgee or any other Secured Creditor to any other or
further action in any circumstances without notice or demand. The Secured
Creditors agree that this Agreement may be enforced only by the action of
the Administrative Agent or the Pledgee, in each case acting upon the
instructions of the Required Banks (or, after the date on which all Credit
Document Obligations have been paid in full, the holders of at least the
majority of the outstanding Other Obligations) and that no other Secured
Creditor shall have any right individually to seek to enforce or to enforce
this Agreement or to realize upon the security to be granted hereby, it
being understood and agreed that such rights and remedies may be exercised
by the Administrative Agent or the Pledgee or the holders of at least a
majority of the outstanding Other Obligations, as the case may be, for the
benefit of the Secured Creditors upon the terms of this Agreement.
9. APPLICATION OF PROCEEDS. (a) All moneys collected by the
Pledgee upon any sale or other disposition of the Collateral, together with
all other moneys received by the Pledgee hereunder, shall be applied to the
payment of the Obligations in the manner provided in Section 7.4 of the
Security Agreement.
(b) It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency between the
amount of the proceeds of the Collateral hereunder and the aggregate amount
of the Obligations.
10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein
granted, pursuant to judicial process or otherwise), the receipt of the
Pledgee or the officer making the sale
<PAGE>
EXHIBIT VII
Page 9
shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold, and such purchaser or purchasers shall not be obligated
to see to the application of any part of the purchase money paid over to
the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.
11. INDEMNITY. Each Pledgor jointly and severally agrees (i)
to indemnify and hold harmless the Pledgee in such capacity and each other
Secured Creditor and their respective successors, assigns, employees,
agents and servants (individually an "Indemnitee," and collectively the
"Indemnitees") from and against any and all claims, demands, losses,
judgments and liabilities (including liabilities for penalties) of
whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all
costs and expenses, including attorneys' fees, in each case growing out of
or resulting from this Agreement or the exercise by any Indemnitee of any
right or remedy granted to it hereunder or under any other Secured Debt
Agreement (but excluding any claims, demands, losses, judgments and
liabilities or expenses to the extent incurred by reason of gross
negligence or willful misconduct of such Indemnitee). In no event shall
the Pledgee be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies actually received by it in
accordance with the terms hereof. If and to the extent that the obli-
gations of any Pledgor under this Section 11 are unenforceable for any
reason, such Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law.
12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor
agrees that it will join with the Pledgee in executing and, at such
Pledgor's own expense, file and refile under the Uniform Commercial Code or
other applicable law such financing statements, continuation statements and
other documents in such offices as the Pledgee may deem necessary and
wherever required by law in order to perfect and preserve the Pledgee's
security interest in the Collateral and hereby authorizes the Pledgee to
file financing statements and amendments thereto relative to all or any
part of the Collateral without the signature of such Pledgor where
permitted by law, and agrees to do such further acts and things and to
execute and deliver to the Pledgee such additional conveyances,
assignments, agreements and instruments as the Pledgee may reasonably
require or deem necessary to carry into effect the purposes of this
Agreement or to further assure and confirm unto the Pledgee its rights,
powers and remedies hereunder.
(b) Each Pledgor hereby appoints the Pledgee such Pledgor's
attorney-in-fact, with full authority in the place and stead of such
Pledgor and in the name of such Pledgor or otherwise, from time to time
after the occurrence and during the continuance of an Event of Default, in
the Pledgee's reasonable discretion to take any action and to
<PAGE>
EXHIBIT VII
Page 10
execute any instrument which the Pledgee may deem necessary or advisable to
accomplish the purposes of this Agreement.
13. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under
this Agreement. It is expressly understood and agreed by each Secured
Creditor that by accepting the benefits of this Agreement each such Secured
Creditor acknowledges and agrees that the obligations of the Pledgee as
holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement. The Pledgee shall act hereunder on
the terms and conditions set forth herein and in Section 13 of the Credit
Agreement.
14. TRANSFER BY THE PLEDGORS. No Pledgor will sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of the Collateral or any interest therein (except as
may be permitted in accordance with the terms of the Credit Agreement).
15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.
Each Pledgor represents, warrants and covenants that (i) it is the legal,
record and beneficial owner of, and has good and marketable title to, all
Pledged Securities pledged by it hereunder, subject to no Lien (except the
Lien created by this Agreement); (ii) it has full corporate power,
authority and legal right to pledge all the Pledged Securities pledged by
it pursuant to this Agreement; (iii) this Agreement has been duly
authorized, executed and delivered by such Pledgor and constitutes a legal,
valid and binding obligation of such Pledgor enforceable in accordance with
its terms; (iv) no consent of any other party (including, without
limitation, any stockholder or creditor of such Pledgor or any of its
Subsidiaries) and no consent, license, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required to be obtained by
such Pledgor in connection with the execution, delivery or performance of
this Agreement, the validity or enforceability of this Agreement, the
perfection or enforceability of the Pledgee's security interest in the
Collateral or except for compliance with or as may be required by
applicable securities laws, the exercise by the Pledgee of any of its
rights or remedies provided herein; (v) the execution, delivery and
performance of this Agreement by such Pledgor will not violate any
provision of any applicable law or regulation or of any order, judgment,
writ, award or decree of any court, arbitrator or governmental authority,
domestic or foreign, applicable to such Pledgor, or of the certificate of
incorporation or by-laws (or equivalent organizational documents) of such
Pledgor or of any securities issued by such Pledgor or any of its Subsidi-
aries, or of any mortgage, indenture, lease, deed of trust, loan agreement,
credit agreement or other contract, agreement or instrument or undertaking
to which such Pledgor or any of its Subsidiaries is a party or which pur-
ports to be binding upon such Pledgor or any of its
<PAGE>
EXHIBIT VII
Page 11
Subsidiaries or upon any of their respective assets and will not result in
the creation or imposition of (or the obligation to create or impose) any
lien or encumbrance on any of the assets of such Pledgor or any of its
Subsidiaries except as contemplated by this Agreement; (vi) all the shares
of Stock have been duly and validly issued, are fully paid and non-
assessable and are subject to no options to purchase or similar rights;
(vii) each of the Pledged Notes constitutes, or when executed by the
obligor thereof will constitute, the legal, valid and binding obligation of
such obligor, enforceable in accordance with its terms; and (viii) the
pledge, assignment and delivery to the Pledgee of the Securities (other
than uncertificated securities) pursuant to this Agreement creates a valid
and perfected first priority Lien in the Securities, and the proceeds
thereof, subject to no other Lien or to any agreement purporting to grant
to any third party a Lien on the property or assets of the Pledgor which
would include the Securities. Each Pledgor covenants and agrees that it
will defend the Pledgee's right, title and security interest in and to the
Securities and the proceeds thereof against the claims and demands of all
persons whomsoever; and such Pledgor covenants and agrees that it will have
like title to and right to pledge any other property at any time hereafter
pledged to the Pledgee as Collateral hereunder and will likewise defend the
right thereto and security interest therein of the Pledgee and the Secured
Creditors.
16. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation: (i)
any renewal, extension, amendment or modification of or addition or
supplement to or deletion from any Secured Debt Agreement or any other
instrument or agreement referred to therein, or any assignment or transfer
of any thereof; (ii) any waiver, consent, extension, indulgence or other
action or inaction under or in respect of any such agreement or instrument
including, without limitation, this Agreement; (iii) any furnishing of any
additional security to the Pledgee or its assignee or any acceptance
thereof or any release of any security by the Pledgee or its assignee; (iv)
any limitation on any party's liability or obligations under any such
instrument or agreement or any invalidity or unenforceability, in whole or
in part, of any such instrument or agreement or any term thereof; or (v)
any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to any Pledgor
or any Subsidiary of any Pledgor, or any action taken with respect to this
Agreement by any trustee or receiver, or by any court, in any such
proceeding, whether or not such Pledgor shall have notice or knowledge of
any of the foregoing.
17. REGISTRATION, ETC. (a) If there shall have occurred and be
continuing an Event of Default then, and in every such case, upon receipt
by any Pledgor from the Pledgee of a written request or requests that such
Pledgor cause any registration,
<PAGE>
EXHIBIT VII
Page 12
qualification or compliance under any Federal or state securities law or
laws to be effected with respect to all or any part of the Pledged Stock,
such Pledgor as soon as practicable and at its expense will cause such
registration to be effected (and be kept effective) and will to cause such
qualification and compliance to be declared effected (and be kept ef-
fective) as may be so requested and as would permit or facilitate the sale
and distribution of such Pledged Stock, including, without limitation,
registration under the Securities Act of 1933, as then in effect (or any
similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate
compliance with any other government requirements, provided, that the
--------
Pledgee shall furnish to such Pledgor such information regarding the
Pledgee as such Pledgor may reasonably request in writing and as shall be
required in connection with any such registration, qualification or compli-
ance. Such Pledgor will cause the Pledgee to be kept advised in writing as
to the progress of each such registration, qualification or compliance and
as to the completion thereof, will furnish to the Pledgee such number of
prospectuses, offering circulars or other documents incident thereto as the
Pledgee from time to time may reasonably request, and will indemnify the
Pledgee, each other Secured Creditor and all others participating in the
distribution of such Pledged Stock against all claims, losses, damages and
liabilities caused by any untrue statement (or alleged untrue statement) of
a material fact contained therein (or in any related registration
statement, notification or the like) or by any omission (or alleged
omission) to state therein (or in any related registration statement,
notification or the like) a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as
the same may have been caused by an untrue statement or omission based upon
information furnished in writing to such Pledgor by the Pledgee or such
other Secured Creditor expressly for use therein.
(b) If at any time when the Pledgee shall determine to exercise
its right to sell all or any part of the Pledged Securities pursuant to
Section 7 hereof, and such Pledged Securities or the part thereof to be
sold shall not, for any reason whatsoever, be effectively registered under
the Securities Act of 1933, as then in effect, the Pledgee may, in its sole
and absolute discretion, sell such Pledged Securities or part thereof by
private sale in such manner and under such circumstances as the Pledgee may
deem necessary or advisable in order that such sale may legally be effected
without such registration. Without limiting the generality of the
foregoing, in any such event the Pledgee, in its sole and absolute
discretion (i) may proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under such Securities Act,
(ii) may approach and negotiate with a single possible purchaser to effect
such sale, and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account,
for investment, and not with a view to the distribution or sale of such
Pledged Securities or part thereof. In the event of any such sale, the
Pledgee shall incur no responsibility or liability for selling all or any
part of the Pledged Securities at a price which the Pledgee, in its sole
<PAGE>
EXHIBIT VII
Page 13
and absolute discretion, in good faith deems reasonable under the
circumstances, notwithstanding the possibility that a substantially higher
price might be realized if the sale were deferred until after registration
as aforesaid.
18. TERMINATION; RELEASE. (a) After the Termination Date (as
defined below), this Agreement and the security interest created hereby
shall terminate (provided that all indemnities set forth herein including,
without limitation, in Section 11 hereof shall survive any such
termination), and the Pledgee, at the request and expense of any Pledgor,
will execute and deliver to such Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will
duly assign, transfer and deliver to such Pledgor (without recourse and
without any representation or warranty) such of the Collateral as has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Pledgee or any
of its sub-agents hereunder. As used in this Agreement, "Termination Date"
shall mean the date upon which the Total Commitments and all Interest Rate
Protection Agreements or Other Hedging Agreements have been terminated, no
Note under the Credit Agreement is outstanding (and all Loans have been
repaid in full), all Letters of Credit have been terminated and all
Obligations then owing have been paid in full.
(b) In the event that any part of the Collateral is sold in
connection with a sale permitted by Section 10.02 of the Credit Agreement
or otherwise released at the direction of the Required Banks (or all Banks
if required by Section 14.12 of the Credit Agreement) and the proceeds of
such sale or sales or from such release are applied in accordance with the
provisions of Section 4.02 of the Credit Agreement, to the extent required
to be so applied, the Pledgee, at the request and expense of any Pledgor,
will duly assign, transfer and deliver to such Pledgor (without recourse
and without any representation or warranty) such of the Collateral (and
releases therefor) as is then being (or has been) so sold or released and
has not theretofore been released pursuant to this Agreement.
(c) At any time that a Pledgor desires that the Pledgee assign,
transfer and deliver Collateral (and releases therefor) as provided in
Section 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate
signed by a principal executive officer of such Pledgor stating that the
release of the respective Collateral is permitted pursuant to such Section
18(a) or (b).
(d) The Pledgee shall have no liability whatsoever to any other
Secured Creditor as the result of any release of Collateral by it in
accordance with this Section 18.
19. NOTICES ETC. All such notices and communications hereunder
shall be sent or delivered by mail, telegraph, telex, telecopy, cable or
overnight courier service
<PAGE>
EXHIBIT VII
Page 14
and all such notices and communications shall, when mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, be effective
when delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or telecopier and when mailed
shall be effective three Business Days following deposit in the mail with
proper postage, except that notices and communications to the Collateral
Agent shall not be effective until received by the Collateral Agent. All
notices and other communications shall be in writing and addressed as
follows:
(a) if to any Pledgor, at the address set forth opposite its
signature below:
(b) if to the Pledgee, at:
Credit Suisse
12 East 49th Street
New York, New York 10017
Attention: Kathy O'Brien
Telephone No.: (212) 238-5413
Facsimile No.: (212) 238-5073
(c) if to any Bank Creditor, either (x) to the Administrative
Agent, at the address of the Administrative Agent specified in the
Credit Agreement or (y) at such address as such Bank Creditor shall
have specified in the Credit Agreement;
(d) if to any Other Creditor at such address as such Other
Creditor shall have specified in writing to the Pledgors and the
Pledgee;
or at such other address as shall have been furnished in writing by any
Person described above to the party required to give notice hereunder.
20. WAIVER; AMENDMENT. None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by each Pledgor directly affected
thereby and the Pledgee (with the written consent of either (x) the
Required Banks (or all of the Banks, to the extent required by Section
14.12 of the Credit Agreement) at all times prior to the time on which all
Credit Document Obligations have been paid in full or (y) the holders of at
least a majority of the outstanding Other Obligations at all times after
the time on which all Credit Document Obligations have been paid in full);
provided, that any change, waiver, modification or variance affecting the
--------
rights and benefits of a single Class (as defined below) of Secured
Creditors (and not all Secured Creditors in a like or similar manner) shall
also require the written consent of the Requisite Creditors (as defined
below) of such affected Class. For
<PAGE>
EXHIBIT VII
Page 15
the purpose of this Agreement, the term "Class" shall mean each class of
Secured Creditors, i.e., whether (i) the Bank Creditors as holders of the
----
Credit Document Obligations or (ii) the Other Creditors as the holders of
the Other Obligations. For the purpose of this Agreement, the term
"Requisite Creditors" of any Class shall mean each of (i) with respect to
the Credit Document Obligations, the Required Banks and (ii) with respect
to the Other Obligations, the holders of 51% of all obligations outstanding
from time to time under the Interest Rate Protection Agreements or Other
Hedging Agreements.
21. MISCELLANEOUS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure
to the benefit of and be enforceable by each of the parties hereto and its
successors and assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The
headings in this Agreement are for purposes of reference only and shall not
limit or define the meaning hereof. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of
which shall constitute one instrument. In the event that any provision of
this Agreement shall prove to be invalid or unenforceable, such provision
shall be deemed to be severable from the other provisions of this Agreement
which shall remain binding on all parties hereto.
22. RECOURSE. This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all the representations, warranties,
covenants and agreements on the part of the Pledgors contained herein and
in the other Secured Debt Agreements and otherwise in writing in connection
herewith or therewith.
23. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of Luxottica Group that is required to execute a counterpart of
this Agreement after the date hereof pursuant to the Credit Agreement shall
automatically become a Pledgor hereunder by executing a counterpart hereof
and delivering the same to the Pledgee.
* * *
<PAGE>
EXHIBIT VII
Page 16
IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this
Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.
Addresses:
---------
LUXOTTICA GROUP S.P.A,
Via Valcozzena 10 as a Pledgor
32021 Agordo (Belluno)
Italy
Attention: Roberto Chemello
Telephone No.: 011-39-437-62641 By
Facsimile No.: 011-39-437-63840 --------------------------------
Title:
with a copy to:
44 Harbor Park Drive
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010
LUXOTTICA U.S. HOLDINGS CORP.,
44 Harbor Park Drive as a Pledgor
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010 By
--------------------------------
Title:
<PAGE>
EXHIBIT VII
Page 17
LUXOTTICA S.P.A.,
Via Valcozzena 10 as a Pledgor
32021 Agordo (Belluno)
Italy
Attention: Roberto Chemello By
Telephone No.: 011-39-437-62641 --------------------------------
Facsimile No.: 011-39-437-63840 Title:
with a copy to:
44 Harbor Park Drive
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010
LA MECCANOPTICA LEONARDO
Via Valcozzena 10 S.P.A.,
32021 Agordo (Belluno) as a Pledgor
Italy
Attention: Roberto Chemello
Telephone No.: 011-39-437-62641 By
Facsimile No.: 011-39-437-63840 --------------------------------
Title:
with a copy to:
44 Harbor Park Drive
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010
<PAGE>
EXHIBIT VII
Page 18
AVANT-GARDE OPTICS, INC.,
44 Harbor Park Drive as a Pledgor
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010 By
--------------------------------
Title:
LUXOTTICA ACQUISITION CORP.,
44 Harbor Park Drive as a Pledgor
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010 By
--------------------------------
Title:
LUXOTTICA USA INC.,
44 Harbor Park Drive as a Pledgor
Port Washington, New York 11050
Attention: General Counsel
Telephone No.: (516) 484-3800 By
Facsimile No.: (516) 484-9010 --------------------------------
Title:
AVANT-GARDE OPTICS
44 Harbor Park Drive INTERNATIONAL, INC.,
Port Washington, New York 11050 as a Pledgor
Attention: General Counsel
Telephone No.: (516) 484-3800
Facsimile No.: (516) 484-9010 By
--------------------------------
Title:
<PAGE>
EXHIBIT VII
Page 19
CREDIT SUISSE,
as Pledgee, Collateral Agent
By
--------------------------------
Title:
By
--------------------------------
Title:
<PAGE>
<TABLE><CAPTION>
ANNEX A
to
Pledge Agreement
----------------
LIST OF STOCK
-------------
I. Luxottica Group S.p.A.
----------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- --------- -----------------
<S> <C> <C> <C>
Avant-Garde Optics, Inc. Common .1%
Luxottica USA, Inc. Common 100%
<CAPTION>
II. Luxottica U.S. Holdings Corp.
-----------------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- ----------- ----------------
<S> <C> <C> <C>
Avant-Garde Optics, Inc. Common 99.9%
<CAPTION>
III. Luxottica S.p.A.
----------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- --------- -----------------
<S> <C> <C> <C>
Luxottica U.S. Holdings Common
Corp.
</TABLE>
<PAGE>
<TABLE><CAPTION>
ANNEX A
Page 2
IV. La Meccanoptica Leonardo S.p.A.
-------------------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- ----------- ----------------
<S> <C> <C> <C>
Luxottica U.S. Holdings Common
Corp.
<CAPTION>
V. Avant-Garde Optics, Inc.
------------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- ----------- ----------------
<S> <C> <C> <C>
Luxottica Acquisition Common 100%
Corp.
Avant-Garde Optics Common 100%
International, Inc.
<CAPTION>
VI. Luxottica Acquisition Corp.
---------------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- ----------- ----------------
<S> <C> <C> <C>
The United States Shoe Common
Corporation
<CAPTION>
VII. Luxottica USA Inc.
------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- ----------- ----------------
<S> <C> <C> <C>
None.
<CAPTION>
VIII. Avant-Garde Optics International, Inc.
--------------------------------------
Percentage of
Outstanding
Name of Issuing Number of Shares of Capital
Corporation Type of Shares Shares Stock
--------------- -------------- ----------- ----------------
<S> <C> <C> <C>
None.
</TABLE>
<PAGE>
ANNEX B
to
Pledge Agreement
----------------
LIST OF NOTES
-------------
I. Luxottica U.S. Holdings Corp.
-----------------------------
Principal Amount Maturity Date
Obligor (if any) (if any)
------- -------------------- ---------------
II. Luxottica Acquisition Corp.
---------------------------
Principal Amount Maturity Date
Obligor (if any) (if any)
------- -------------------- ---------------
III. Luxottica USA Inc.
------------------
Principal Amount Maturity Date
Obligor (if any) (if any)
------- -------------------- ---------------
IV. Avant-Garde Optics, Inc.
------------------------
Principal Amount Maturity Date
Obligor (if any) (if any)
------- -------------------- ---------------
V. Avant-Garde Optics International, Inc.
--------------------------------------
Principal Amount Maturity Date
Obligor (if any) (if any)
------- -------------------- ---------------
EXHIBIT VIII
Each of the undersigned hereby authorizes Luxottica Group S.p.A., in
accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), to file, on behalf of each of the undersigned, any
statement required to be signed by the undersigned, on Schedule 13D pursuant to
Rule 13d-1 under the 1934 Act and any amendment thereto pursuant to Rule 13d-2
under the 1934 Act.
Each of the undersigned represents that he or it is individually eligible to
use Schedule 13D, and acknowledges his or its responsibility for the timely
filing of such Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein.
However, each of the undersigned is not responsible for the completeness or
accuracy of the information concerning the other persons making the filing of
Schedule 13D unless such undersigned knows or has reason to believe that such
information is inaccurate.
Dated: May 22, 1995
LUXOTTICA U.S. HOLDINGS CORP.
/s/ Leonardo Del Vecchio By: /s/ Claudio Del Vecchio
................................... ............................
Leonardo Del Vecchio Claudio Del Vecchio
President
LUXOTTICA S.P.A. AVANT-GARDE OPTICS, INC.
By: /s/ Claudio Del Vecchio By: /s/ Claudio Del Vecchio
................................... ............................
Claudio Del Vecchio Claudio Del Vecchio
Managing Director Executive Vice President
LA MECCANOPTICA LEONARDO S.P.A. LUXOTTICA ACQUISITION CORP.
By: /s/ Roberto Chemello By: /s/ Claudio Del Vecchio
................................... ............................
Roberto Chemello Claudio Del Vecchio
Chairman President
