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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE UNITED STATES SHOE CORPORATION
(Name of Registrant as Specified in Its Charter)
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
[X] Fee previously paid
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
SUPPLEMENT TO PROXY STATEMENT
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
First Convened On April 21, 1995
Adjourned Until May 5, 1995
And To Be Further Adjourned Until May 11, 1995
This Proxy Statement Supplement is furnished by Luxottica Group S.p.A.
("Luxottica"), a corporation organized under the laws of the Republic of Italy,
and by Luxottica Acquisition Corp. ("Purchaser"), a Delaware corporation and an
indirect wholly owned subsidiary of Luxottica, in connection with their
solicitation of proxies to be used at the Special Meeting of Shareholders of The
United States Shoe Corporation, an Ohio corporation ("U.S. Shoe"), first
convened on April 21, 1995, adjourned until May 5, 1995 and to be further
adjourned until May 11, 1995, and at any further adjournments or postponements
thereof (the "Special Meeting"). The reconvened Special Meeting scheduled for
May 11, 1995 will be held at 10:00 a.m. at U.S. Shoe's corporate headquarters,
One Eastwood Drive, Cincinnati, Ohio. This Proxy Statement Supplement and the
accompanying PINK revised proxy card are first being sent or given to U.S. Shoe
shareholders on or about April 27, 1995. This Proxy Statement Supplement amends
and modifies, and should be read in conjunction with, the Proxy Statement of
Luxottica and Purchaser, dated March 21, 1995 (the "831 Proxy Statement").
On March 3, 1995, Purchaser offered to purchase (as such offer is amended
from time to time, including as described herein, the "Offer") all of the
outstanding Common Shares, without par value ("Shares") and the associated
preference share purchase rights (the "Rights" and, as used hereinafter, the
term "Shares" shall include the Rights), of U.S. Shoe for $24.00 net per Share
in cash upon the terms and subject to the conditions set forth in an Offer to
Purchase dated March 3, 1995, as the same may be amended from time to time (the
"Offer to Purchase"), and the related Letter of Transmittal. Pursuant to the
Supplement to the Offer to Purchase dated April 24, 1995 (the "Supplement"), the
price to be paid pursuant to the Offer has been increased from $24.00 per Share
to $28.00 per Share, net to the seller in cash and without interest thereon. The
increase in the price per Share to be paid pursuant to the Offer is a result of
Purchaser and Avant-Garde Optics, Inc. ("Avant-Garde"), a wholly owned
subsidiary of Luxottica, entering into an Agreement and Plan of Merger, dated as
of April 21, 1995 (the "Merger Agreement"), with U.S. Shoe. Pursuant to the
Merger Agreement, after completion of the Offer, Purchaser (or one or more
corporations directly or indirectly wholly owned by Luxottica) will be merged
with U.S. Shoe (the "Merger"). Pursuant to the Merger each then outstanding
Share (other than Shares owned by Luxottica, Avant-Garde, Purchaser or any other
direct or indirect subsidiary of Avant-Garde, Shares held in the treasury of
U.S. Shoe, Shares held by subsidiaries of U.S. Shoe and Shares owned by
dissenting shareholders who perfect any available dissenters' rights under the
Ohio Revised Code (the "ORC")), would be converted into the right to receive
$28.00 net per Share in cash without interest thereon (the price per Share paid
pursuant to the Offer). A copy of the Supplement,
<PAGE>
which describes the Offer and the Merger Agreement, accompanies this Proxy
Statement Supplement. The Supplement, the Offer to Purchase and the 831 Proxy
Statement contain important information and should be read by shareholders
before any decision is made with respect to voting at the Special Meeting.
THE BOARD OF DIRECTORS OF U.S. SHOE HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS, OF, THE
SHAREHOLDERS OF U.S. SHOE AND APPROVED THE OFFER AND THE MERGER.
Luxottica and Purchaser are soliciting proxies to authorize, in accordance
with Section 1701.831 ("Section 831") of the ORC, the acquisition by Luxottica
or Purchaser (or one or more corporations directly or indirectly wholly owned by
Luxottica) of Shares that, when added to all other Shares in respect of which
Luxottica and Purchaser may exercise or direct voting power in the election of
U.S. Shoe's directors, would entitle Luxottica and Purchaser to exercise a
majority or more of such voting power.
As more fully described in the 831 Proxy Statement under "Ohio Control Share
Acquisition Law," Section 831 requires shareholder authorization to be obtained
before any person may acquire any interest in Shares that would entitle such
person directly or indirectly to control 20% or more of the voting power of U.S.
Shoe in the election of its directors. The Special Meeting of shareholders of
U.S. Shoe has been called by U.S. Shoe's Board of Directors pursuant to Section
831 for the purpose of voting on the authorization of the acquisition (the
"Acquisition Proposal") of outstanding Shares by Purchaser or Luxottica (or one
or more corporations directly or indirectly wholly owned by Luxottica) as
contemplated by and in accordance with the terms and conditions of the Offer to
Purchase.
THE BOARD OF DIRECTORS OF U.S. SHOE HAS RECOMMENDED, AS SET FORTH IN A
SUPPLEMENT TO THE PROXY STATEMENT OF U.S. SHOE FOR THE SPECIAL MEETING (THE
"U.S. SHOE PROXY SUPPLEMENT"), THAT YOU VOTE TO AUTHORIZE THE ACQUISITION
PROPOSAL.
SHARES WILL NOT BE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER UNLESS, AMONG
OTHER THINGS, (I) THE ACQUISITION BY PURCHASER OF SHARES PURSUANT TO THE OFFER
IS AUTHORIZED BY THE SHAREHOLDERS OF U.S. SHOE AT THE SPECIAL MEETING, OR (II)
PURCHASER, IN ITS SOLE DISCRETION, IS SATISFIED THAT THE PROVISIONS OF SECTION
831 ARE INVALID OR INAPPLICABLE TO SUCH ACQUISITION. ACCORDINGLY, IF YOU WANT
THE OPPORTUNITY TO RECEIVE $28.00 NET PER SHARE IN CASH PURSUANT TO THE OFFER,
YOU SHOULD AUTHORIZE THE ACQUISITION PROPOSAL.
IF YOU DESIRE TO ACCEPT THE OFFER, YOU MUST ALSO TENDER YOUR SHARES PURSUANT
TO THE OFFER AS DESCRIBED IN THE OFFER TO PURCHASE AND THE SUPPLEMENT.
YOUR VOTE IS IMPORTANT! PLEASE COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PINK PROXY CARD TODAY. IF YOU WANT THE OPPORTUNITY TO RECEIVE
$28.00 NET PER SHARE IN CASH PURSUANT TO THE OFFER, WE URGE YOU TO COMPLETE,
SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN FAVOR OF THE ACQUISITION PROPOSAL.
SHAREHOLDER AUTHORIZATION OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE YOU
TO TENDER YOUR SHARES TO PURCHASER. CONSUMMATION OF THE OFFER, HOWEVER, IS
CONDITIONED UPON AUTHORIZATION BY SHAREHOLDERS OF U.S. SHOE OF THE ACQUISITION
PROPOSAL TO THE EXTENT REQUIRED BY LAW. ACCORDINGLY, IT IS IMPORTANT THAT
SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES TO PURCHASER PURSUANT TO THE OFFER
VOTE FOR THE AUTHORIZATION OF THE ACQUISITION PROPOSAL ON THE ENCLOSED PINK
PROXY CARD.
TENDERING SHARES PURSUANT TO THE OFFER WILL NOT CONSTITUTE A VOTE IN FAVOR
OF THE ACQUISITION PROPOSAL. INSTEAD, IF YOU HAVE NOT ALREADY VOTED FOR THE
ACQUISITION PROPOSAL ON THE BLUE PROXY CARD
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<PAGE>
THAT ACCOMPANIED THE 831 PROXY STATEMENT OR IF YOU HAVE REVOKED SUCH PROXY, YOU
MUST VOTE BY USING THE ENCLOSED PINK PROXY CARD OR BY VOTING IN PERSON AT THE
SPECIAL MEETING.
If you have any questions about the voting of Shares, the Offer, the Offer
to Purchase, the Supplement or the Acquisition Proposal, please call MacKenzie
Partners, Inc., Toll free: 1-800-322-2885, In New York: 1-212-929-5500 (call
collect).
VOTING AT THE SPECIAL MEETING
At the Special Meeting, shareholders will be asked to authorize the
Acquisition Proposal, which requires (i) the affirmative vote of the holders of
a majority of the Shares present at the Special Meeting in person or by proxy,
(ii) the affirmative vote of the holders of a majority of such Shares excluding
Shares which are "interested shares" (as such term is defined in the 831 Proxy
Statement) and (iii) the presence of a quorum at the Special Meeting. Section
831 provides that a quorum shall be deemed to be present at the Special Meeting
if at least a majority of the Shares, and a majority of the Shares excluding
those that are "interested shares," are represented at such meeting in person or
by proxy.
Whether or not you plan to attend the Special Meeting, we urge you to vote
(i) FOR authorization of the Acquisition Proposal and (ii) FOR the proposal to
confer authority to the proxies named in the accompanying proxy to initiate and
vote for a proposal to adjourn the Special Meeting (the "Adjournment Proposal")
by so indicating on the accompanying PINK proxy card and immediately mailing it
in the enclosed envelope. Based on information provided by U.S. Shoe, as of
March 21, 1995, the record date established by the Board of Directors of U.S.
Shoe for the Special Meeting (the "Record Date"), there were 45,561,785 Shares
outstanding, each of which is entitled to one vote on the Acquisition Proposal
(provided that, as described herein and in the 831 Proxy Statement, votes of
Shares which are interested shares may be excluded for certain purposes) and the
Adjournment Proposal.
SHAREHOLDERS WHO HAVE PREVIOUSLY VOTED FOR THE ACQUISITION PROPOSAL AND THE
ADJOURNMENT PROPOSAL BY PROPERLY COMPLETING, SIGNING AND MAILING THE BLUE PROXY
CARD THAT ACCOMPANIED THE 831 PROXY STATEMENT AND WHO HAVE NOT REVOKED SUCH
PROXIES NEED TAKE NO FURTHER ACTION TO AUTHORIZE THE ACQUISITION PROPOSAL AND
THE ADJOURNMENT PROPOSAL. SUCH SHAREHOLDERS MAY REVOKE SUCH PROXIES BY FOLLOWING
THE PROCEDURES DESCRIBED HEREIN. SHAREHOLDERS WHO HAVE PREVIOUSLY VOTED AGAINST
THE ACQUISITION PROPOSAL BY RETURNING THE WHITE PROXY CARD FURNISHED BY U.S.
SHOE ARE URGED TO REVOKE SUCH PROXIES AND VOTE FOR THE ACQUISITION PROPOSAL AND
FOR THE ADJOURNMENT PROPOSAL BY COMPLETING, SIGNING AND RETURNING THE ENCLOSED
PINK PROXY CARD. YOU MAY ALSO VOTE FOR THE ACQUISITION PROPOSAL BY PROPERLY
COMPLETING, SIGNING AND MAILING THE PINK PROXY CARD FURNISHED BY U.S. SHOE
INCLUDED WITH THE U.S. SHOE PROXY SUPPLEMENT.
A shareholder may revoke a proxy at any time before it is voted by
delivering a written notice of revocation or a later dated proxy for the Special
Meeting to The United States Shoe Corporation, One Eastwood Drive, Cincinnati,
Ohio 45227 (please send a copy of any revocation sent to U.S. Shoe to Luxottica
Group S.p.A., c/o MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York
10010). Proxies may also be revoked at the Special Meeting. Attendance at the
Special Meeting will not in and of itself revoke a proxy. Unless revoked in the
manner set forth above, proxies in the form accompanying this Proxy Statement
Supplement and the 831 Proxy Statement will be voted at the Special Meeting in
accordance with your instructions. In the absence of such instructions, such
proxies will be voted FOR the Acquisition Proposal and FOR the Adjournment
Proposal.
Any abstention from voting on a proxy which has not been revoked will count
as a vote withheld (and thus will have the same practical effect as a "no"
vote), and will be included in computing the number of Shares present for
purposes of determining whether a quorum is present at the Special Meeting. If a
broker indicates on a proxy which has not been revoked that it does not have
discretionary authority as to certain Shares to vote on the Acquisition Proposal
or the Adjournment Proposal (a "broker non-vote"), those Shares will also be
considered present for purposes of determining the
3
<PAGE>
presence of a quorum but not entitled to vote with respect to the applicable
proposal (and thus a broker non-vote will also have the same practical effect as
a "no" vote on such proposal).
OTHER MATTERS
Only holders of record of Shares as of the close of business on the Record
Date will be entitled to vote at the Special Meeting. If you were a shareholder
of record on the Record Date, you will retain your voting rights for the Special
Meeting even if you have sold or sell such Shares after the Record Date or if
you have tendered or tender such Shares pursuant to the Offer, whether before or
after the Record Date. The tender of Shares pursuant to the Offer does not
constitute the grant to Luxottica or Purchaser of a proxy or any voting rights
with respect to the tendered Shares until such time as such Shares are accepted
for payment by Purchaser. Accordingly, it is important that you vote the Shares
held by you on the Record Date, or grant a proxy to vote such Shares on the PINK
proxy card even if you have sold or sell such Shares after the Record Date or
tender such Shares pursuant to the Offer.
If any of your Shares were held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can execute a proxy for
such Shares and will do so only upon receipt of your specific instructions.
Accordingly, if you have not already done so, please contact the person
responsible for your account and instruct that person to vote FOR the
Acquisition Proposal by signing and mailing the PINK proxy card today.
OTHER INFORMATION
The Supplement, which accompanies this Proxy Statement Supplement, is
incorporated herein by reference. Schedule I sets forth certain information, as
made available in public documents and from U.S. Shoe, regarding Shares held by
U.S. Shoe's principal shareholders and its management.
PLEASE COMPLETE, SIGN, DATE AND MAIL THE ACCOMPANYING PINK PROXY CARD
PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND
MAILING THE ACCOMPANYING PINK PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU
WITH RESPECT TO THE ACQUISITION PROPOSAL WILL BE AUTOMATICALLY REVOKED. IF YOU
HAVE PREVIOUSLY VOTED FOR THE ACQUISITION PROPOSAL BY SIGNING AND MAILING THE
BLUE PROXY CARD THAT ACCOMPANIED THE 831 PROXY STATEMENT AND HAVE NOT REVOKED
SUCH PROXY, YOU NEED NOT TAKE ANY FURTHER ACTION TO AUTHORIZE THE ACQUISITION
PROPOSAL.
THIS PROXY STATEMENT SUPPLEMENT IS NEITHER A REQUEST FOR THE TENDER OF
SHARES NOR AN OFFER WITH RESPECT THERETO. PURCHASER'S OFFER IS BEING MADE ONLY
BY MEANS OF THE OFFER TO PURCHASE, THE SUPPLEMENT AND THE REVISED LETTER OF
TRANSMITTAL, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
PLEASE INDICATE YOUR SUPPORT OF PURCHASER'S OFFER BY COMPLETING, SIGNING AND
DATING THE ENCLOSED PINK PROXY CARD AND RETURNING IT PROMPTLY TO LUXOTTICA GROUP
S.P.A., C/O MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK
10010, IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS
MAILED IN THE UNITED STATES.
WE WANT YOUR VOTE!
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL
THE ACCOMPANYING PINK PROXY CARD PROMPTLY.
LUXOTTICA GROUP S.p.A.
LUXOTTICA ACQUISITION CORP.
Dated: April 25, 1995
4
<PAGE>
SCHEDULE I
PRINCIPAL SHAREHOLDERS OF U.S. SHOE AND SHAREHOLDINGS
OF U.S. SHOE'S MANAGEMENT
Set forth below is information regarding Shares owned by (i) those persons
owning more than 5% of the outstanding Shares and (ii) directors and executive
officers of U.S. Shoe as a group as of April 20, 1995. Such information is
derived from U.S. Shoe's proxy statement for its 1994 Annual Meeting of
Shareholders, subsequent filings on Schedule 13D and Schedule 13G, as described
in the footnotes below, and proxy materials for the Special Meeting filed by
U.S. Shoe.
<TABLE><CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
SHAREHOLDERS OWNERSHIP(A) CLASS
- ----------------------------------------------------------- ----------------- ----------
<S> <C> <C>
Mellon Bank Corporation.................................... 4,678,000(b) 10.1%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Prudential Insurance Company of America................ 3,168,000(c) 6.8%
Prudential Plaza
Newark, New Jersey 07102
Sasco Capital, Incorporated................................ 2,971,200(d) 6.4%
10 Sasco Hill Road
Fairfield, Connecticut 06430
Leon G. Cooperman.......................................... 2,678,100(e) 5.8%
c/o Omega Advisors, Inc.
88 Pine Street
Wall Street Plaza-31st Floor
New York, New York 10005
All directors and executive officers as a group (20
persons)................................................. 1,004,804(f)(g)(h)(i) 2.1%
</TABLE>
- ------------
<TABLE>
<C> <S>
(a) The Securities and Exchange Commission (the "Commission") has defined "beneficial
owner" of a security to include any person who has or shares voting power or investment
power with respect to any such security or who has the right to acquire beneficial
ownership of any such security within 60 days. Unless otherwise indicated, (i) the
amounts owned reflect direct beneficial ownership and (ii) the person indicated has
sole voting and investment power.
(b) Mellon Bank Corporation ("Mellon Bank") has reported (in Amendment No. 3 to Schedule
13G dated March 8, 1995 (the "Mellon Filing") and filed with the Commission) that at
that date it had sole voting power with respect to 3,562,000 of such Shares, shared
voting power with respect to 20,000 of such Shares, sole dispositive power with respect
to 3,919,000 of such Shares and shared dispositive power with respect to 759,000 of
such Shares. Boston Group Holdings, Inc., an affiliate of Mellon Bank, has reported (in
the Mellon Filing) that at March 8, 1995 it had sole voting power with respect to
3,251,000 of such Shares, sole dispositive power with respect to 3,760,000 of such
Shares and shared dispositive power with respect to 547,000 of such Shares. The Boston
Company, Inc., an affiliate of Mellon Bank, has reported (in the Mellon Filing) that at
March 8, 1995 it had sole voting power with respect to 3,251,000 of such Shares, sole
dispositive power with respect to 3,760,000 of such Shares and shared dispositive power
with respect to 547,000 of such Shares. The Boston Company Asset Management, Inc., an
affiliate of Mellon Bank, has reported (in the Mellon Filing) that at March 8, 1995 it
had sole voting power with respect to 1,810,000 of such Shares, sole dispositive power
with respect to 2,791,000 of such Shares and shared dispositive power with respect to
75,000 of such Shares. U.S. Shoe has disclosed in proxy materials filed with the
Commission that the Mellon Filing relates to a total of 4,678,000 Shares.
</TABLE>
(Footnotes continued on following page)
I-1
<PAGE>
(Footnotes continued from preceding page)
<TABLE>
<C> <S>
(c) The Prudential Insurance Company of America has reported (in Amendment No. 1 to Sched-
ule 13G dated February 2, 1995 and filed with the Commission) that as of December 31,
1994, it had sole voting power with respect to 265,600 Shares, sole dispositive power
with respect to 265,600 Shares, shared voting power with respect to 2,902,400 Shares
and shared dispositive power with respect to 2,902,400 shares.
(d) Sasco Capital, Incorporated has reported (in a Schedule 13G dated February 3, 1995 and
filed with the Commission) that at that date it had sole voting power with respect to
1,519,300 Shares and sole dispositive power with respect to 2,971,200 Shares.
(e) Leon G. Cooperman has reported (in a Schedule 13D dated March 3, 1995 and filed with
the Commission) that at that date he had sole voting power with respect to 2,014,300
Shares, shared voting power with respect to 663,800 Shares, sole dispositive power with
respect to 2,014,300 Shares and shared dispositive power with respect to 663,800
Shares.
(f) Includes Shares subject to outstanding options under U.S. Shoe's stock option plans.
The percentage shown in the table is calculated on the basis that outstanding shares
includes Shares subject to outstanding options under U.S. Shoe's stock option plans
that are exercisable by directors and officers within 60 days, in addition to the
number of shares actually outstanding.
(g) Includes restricted Shares granted under U.S. Shoe's 1988 Employee Incentive Plan which
total 32,985 for all directors and executive officers as a group.
(h) Includes Shares in which the reporting person disclaims beneficial ownership. Such
amount is 5,033 for all directors and executive officers as a group, which amount is
owned by certain executive officers' spouses.
(i) Includes restricted Shares granted in fiscal 1995 under U.S. Shoe's Total Return to
Shareholders Plan, which total 27,952 for all directors and executive
officers as a group.
</TABLE>
Except as otherwise noted, the information concerning U.S. Shoe in this
Proxy Statement Supplement has been taken from or is based upon documents and
records on file with the Commission and other publicly available information.
Neither Purchaser nor Luxottica takes any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by U.S. Shoe or any other third party to disclose events that may
have occurred and may affect the significance or accuracy of any such
information but which are unknown to Purchaser and Luxottica.
I-2
<PAGE>
IMPORTANT
Your Proxy is important. No matter how many Shares you own, if you have not
already voted FOR the Acquisition Proposal on a BLUE proxy card or if you have
revoked such proxy, please give Luxottica your Proxy by:
COMPLETING the enclosed PINK proxy card,
SIGNING the enclosed PINK proxy card,
DATING the enclosed PINK proxy card, and
MAILING the enclosed PINK proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States).
If you have any questions, would like a copy of the Offer to Purchase, the
revised Letter of Transmittal for the Offer to Purchase, the Supplement or the
related documents, or require any additional information concerning this Proxy
Statement Supplement or the Offer, please contact MacKenzie Partners at the
address set forth below. If any of your Shares are held in the name of a
brokerage firm, bank, bank nominee or other institution, only it can vote such
Shares and only upon receipt of your specific instructions. Accordingly, if you
have not already done so, please contact the person responsible for your account
and instruct that person to vote FOR the Acquisition Proposal by signing and
mailing the PINK proxy card today.
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Toll free: 1-800-322-2885
In New York: 1-212-929-5500 (call collect)
<PAGE>
PROXY PROXY
THIS PROXY IS SOLICITED BY LUXOTTICA GROUP S.P.A. AND LUXOTTICA ACQUISITION
CORP. UNDER SECTION 1701.831 OF THE OHIO REVISED CODE FOR A SPECIAL MEETING OF
SHAREHOLDERS OF
THE UNITED STATES SHOE CORPORATION
The undersigned hereby appoints Daniel H. Burch, Mark H. Harnett and Jeanne
M. Carr, and each of them, with full power of substitution, the proxies of the
undersigned to vote all of the outstanding Common Shares, without par value, of
The United States Shoe Corporation ("U.S. Shoe") that the undersigned is
entitled to vote at the Special Meeting of Shareholders of U.S. Shoe first
convened on April 21, 1995 pursuant to Section 1701.831 of the Ohio Revised Code
(the "Special Meeting"), adjourned until May 5, 1995 and to be further adjourned
until May 11, 1995, or at any adjournment or postponement of the Special
Meeting, on the following matters:
1. ACQUISITION OF SHARES OF U.S. SHOE. A resolution of U.S. Shoe shareholders
authorizing the acquisition of a majority or more of the outstanding Common
Shares, without par value ("Shares"), of U.S. Shoe by Luxottica Acquisition
Corp. or Luxottica Group S.p.A. (or one or more corporations directly or
indirectly wholly owned by Luxottica Group S.p.A.) as contemplated by and in
accordance with the terms and conditions of Luxottica Acquisition Corp.'s
Offer to Purchase dated March 3, 1995, as amended by the Supplement to the
Offer to Purchase dated April 24, 1995 and as the Offer to Purchase may be
further amended from time to time.
/ / FOR / / AGAINST / / ABSTAIN
2. ADJOURNMENT OF MEETING. Authority to initiate and vote for a proposal to
further adjourn the Special Meeting.
/ / FOR / / AGAINST / / ABSTAIN
LUXOTTICA RECOMMENDS A VOTE FOR ITEMS 1 AND 2 .
In their discretion, the proxies of the undersigned named above are
authorized to vote upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement thereof.
(Continued on Reverse Side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ABOVE. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ACQUISITION OF SHARES AND
FOR GRANTING THE AUTHORITY TO ADJOURN THE SPECIAL MEETING. THE UNDERSIGNED
HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF LUXOTTICA GROUP S.P.A. AND
LUXOTTICA ACQUISITION CORP. (COLLECTIVELY, "LUXOTTICA") DATED MARCH 21, 1995 AND
THE RELATED SUPPLEMENT TO PROXY STATEMENT OF LUXOTTICA DATED APRIL 25, 1995,
EACH SOLICITING PROXIES FOR THE SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Dated: __________________________, 1995
______________________________________
(Signature)
______________________________________
(Signature, if jointly held)
Title: ________________________________
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When signing
as an attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign
in full corporate name by
President or other authorized
officer. If a partnership,
sign in partnership name by
authorized person.
PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
