UNITED STATES SHOE CORP, SC 14D1/A, 1995-03-14

UNITED STATES SHOE CORP
SC 14D1/A, 1995-03-14
WOMEN'S CLOTHING STORES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)

--------------
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
--------------
COMMON SHARES, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)

CLAUDIO DEL VECCHIO
44 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
(516) 484-3800

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
JONATHAN GOLDSTEIN
WINSTON & STRAWN
175 WATER STREET
NEW YORK, NEW YORK 10038
(212) 269-2500
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
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TRANSACTION VALUATION* $1,201,654,248 AMOUNT OF FILING FEE** $240,330.85
--------------------------------------------------------------------------------
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* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase of 50,068,927 Common Shares of the Subject Company and the
associated Rights at $24.00 cash per share, which is equal to the sum of (i)
the number of Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Subject Company for the quarter ended October 29, 1994 and (ii)
the number of Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Subject Company for the fiscal year ended January
29, 1994.

** 1/50 of 1% of Transaction Valuation.

X Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: $240,330.85

Form or Registration No.: Schedule 14D-1

Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.

Date Filed: March 3, 1995
--------------------------------------------------------------------------------
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Page 1 of 6 Pages
The Exhibit Index is located on Page 5

<PAGE>
Luxottica Group S.p.A. and Luxottica Acquisition Corp. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, filed on March 3,
1995 (as amended, the "Schedule 14D-1"), with respect to the offer to purchase
all of the outstanding Common Shares, without par value, of The United States
Shoe Corporation, including the associated preference share purchase rights, as
set forth in this Amendment No. 3. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Schedule 14D-1.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.

Item 7 is hereby amended to add the following:

On March 10, 1995, the Company issued a press release stating that the
Distribution Date under the Rights Agreement, which as a result of the Offer
would have occurred on March 13, 1995, had been extended until March 16, 1995,
or such later date as the Board of Directors of the Company may determine.

ITEM 10. ADDITIONAL INFORMATION

Item 10 is hereby amended to add the following:

(e) By letter dated March 7, 1995, Avant-Garde Optics, Inc., a direct
wholly owned subsidiary of Parent and a record owner of Shares, requested the
right to inspect a list of shareholders of the Company and certain related
materials. On March 10, 1995, the Company delivered to Avant-Garde Optics,
Inc. a rejection of such request, and Avant-Garde Optics, Inc. filed a motion
in the United States District Court for the Southern District of Ohio, Eastern
Division, seeking an order to show cause why an order should not be entered
to permit Avant-Garde Optics, Inc., or its representative, to examine the
shareholder records of the Company.

As previously disclosed, on March 7, 1995, Parent, the Purchaser,
Avant-Garde Optics, Inc. and certain others requested that the Board of
Directors of the Company fix, by not later than 12:00 Noon, E.S.T., on March 10,
1995, record dates for the determination of holders of Shares entitled (i) to
execute agent designations to call the Special Meeting at which, among other
things, Parent and the Purchaser will propose that holders of Shares remove all
of the incumbent directors of the Company and (ii) to notice of and to vote at
the Section 831 Meeting to consider the authorization of the acquisition of
Shares pursuant to the Offer.

By letter dated March 10, 1995, the Company advised Avant-Garde Optics, Inc.
that it would not set a record date for entitling holders of Shares to execute
agent designations to authorize the call of the Special Meeting. As of
1:00 p.m., E.S.T., on March 10, 1995, the Company had not furnished Parent,
the Purchaser or Avant-Garde Optics, Inc. with any notice regarding the
establishment of a record date for purposes of determining holders of Shares
entitled to notice of and to vote at the Section 831 Meeting. In light of the
foregoing, Parent, the Purchaser, Avant-Garde Optics, Inc. and certain others
notified the Company on March 10, 1995 that they had set the close of business
on Friday, March 17, 1995 as the record date for the determination of
shareholders entitled (i) to execute agent designations to call the Special
Meeting and (ii) to notice of and to vote at the Section 831 Meeting. On
March 10, 1995, Parent, the Purchaser and Avant-Garde Optics, Inc. also filed a
motion for leave to amend the action brought by such parties in the United
States District Court for the Southern District of Ohio, Eastern Division, to,
among other things, seek an order declaring the close of business on Friday,
March 17, 1995 as the record date for such purposes.

Following the actions of Parent, the Purchaser and Avant-Garde Optics, Inc.
described in the preceding paragraph, Parent learned that the Company had issued
a press release, dated March 10, 1995, stating that the Board of Directors of
the Company had called the Section 831 Meeting for April 21, 1995 and
established the close of business on March 21, 1995 as the record date for
determining holders of Shares entitled to notice of and to vote at the meeting.

By letter dated March 14, 1995, Parent, the Purchaser and Avant-Garde
Optics, Inc. advised the Company that in order to validate the record date
announced by the Company for the Section 831 Meeting and to facilitate
consideration of the Offer by the Company's shareholders at the Section 831
Meeting and the execution of agent designations to call the Special Meeting,
Parent, the Purchaser, Avant-Garde Optics, Inc. and certain others had taken
action to rescind the March 17, 1995 record dates and to fix the close of
business on March 21, 1995 as the record dates for determining shareholders
of the Company entitled (i) to execute agent designations to call the Special
Meeting and (ii) to notice of and to vote at the Section 831 Meeting.

On March 10, 1995, Parent issued the press releases included herein as
Exhibits (a)(13) and (a)(14) and incorporated herein by reference. On March
14, 1995, Parent issued the press release included herein as Exhibit (a)(15)
and incorporated herein by reference.

2
<PAGE>

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended and supplemented by adding the following exhibits:

(a)(13) --Text of Press Release issued by Parent, dated March 10, 1995.
(a)(14) --Text of Press Release issued by Parent, dated March 10, 1995.
(a)(15) --Text of Press Release issued by Parent, dated March 14, 1995.
(g)(3) --Motion for Leave to File a Second Amended Complaint filed on
March 10, 1995 by Luxottica Group S.p.A., Luxottica Acquisition
Corp. and Avant-Garde Optics, Inc. in the United States District
Court for the Southern District of Ohio, Eastern Division, in the
action entitled Luxottica Group S.p.A., et al. v. The United States
------------------------------ -----------------
Shoe Corporation, et. al. (C-2-95-244).
-------------------------
(g)(4) --Second Amended Verified Complaint seeking Declaratory and Injunctive
Relief filed by Luxottica Group S.p.A., Luxottica Acquisition Corp.
and Avant-Garde Optics, Inc. in the United States District Court for
the Southern District of Ohio, Eastern Division, on March 10, 1995,
relating to the Ohio Take-Over Act, the Preference Share Purchase
Rights and the impairment of the voting rights of certain Shares
under Sections 1701.01(CC)(2) and 1701.831 of the Ohio Revised Code
(g)(5) --Motion of Plaintiff Avant-Garde Optics, Inc. for a Hearing and Order
to Show Cause filed on March 10, 1995 by Avant-Garde Optics, Inc. in
the United States District Court for the Southern District of Ohio,
Eastern Division, in the action entitled Luxottica Group S.p.A., et
-------------------------
al. v. The United States Shoe Corporation, et. al. (C-2-95-244).
--- -------------------------------------------

3
<PAGE>
SIGNATURES

After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

LUXOTTICA GROUP S.P.A.

Dated: March 14, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
Managing Director

LUXOTTICA ACQUISITION CORP.

Dated: March 14, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
President

4
<PAGE>
EXHIBIT INDEX

<TABLE><CAPTION>
EXHIBIT PAGE
------- ----
<S> <C> <C>
(a)(1) --Offer to Purchase, dated March 3, 1995.................................... *

(a)(2) --Letter of Transmittal..................................................... *

(a)(3) --Notice of Guaranteed Delivery............................................. *

(a)(4) --Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees........................................ *

(a)(5) --Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.............................................. *

(a)(6) --Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9....................................................... *

(a)(7) --Summary Advertisement as published in The Wall Street Journal on March 3,
1995...................................................................... *

(a)(8) --Text of Press Release issued by Parent, dated March 3, 1995............... *

(a)(9) --Preliminary Proxy Statement dated March 6, 1995 of Luxottica Group S.p.A.
and Luxottica Acquisition Corp. for the Special Meeting of Shareholders
under Section 1701.831 of the Ohio Revised Code of The United States Shoe
Corporation, together with the form of Proxy relating thereto, as filed
with the Securities and Exchange Commission on March 6, 1995 and
incorporated herein by reference.

(a)(10) --Preliminary Solicitation Statement dated March 7, 1995 of Luxottica Group
S.p.A. and Luxottica Acquisition Corp. to call a Special Meeting of
Shareholders of The United States Shoe Corporation, together with the form
of Appointment of Designated Agents relating thereto, as filed with the
Securities and Exchange Commission on March 7, 1995 and incorporated
herein by reference.

(a)(11) --Text of Press Release issued by Parent, dated March 9, 1995............... *

(a)(12) --Acquiring Person Statement of Parent and the Purchaser, dated March 3,
1995, pursuant to Section 1701.831 of the Ohio Revised Code, filed with
the Securities and Exchange Commission on March 10, 1995 as definitive
additional material pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.

(a)(13) --Text of Press Release issued by Parent, dated March 10, 1995..............

(a)(14) --Text of Press Release issued by Parent, dated March 10, 1995..............

(a)(15) --Text of Press Release issued by Parent, dated March 14, 1995..............

(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse................ *

(g)(1) --Complaint Seeking Declaratory and Injunctive Relief filed in the United
States District Court for the Southern District of Ohio, Eastern Division,
on March 3, 1995, relating to the Ohio Take-Over Act, the Preference Share
Purchase Rights and the impairment of the voting rights of certain Shares
under Sections 1701.01(CC)(2) and 1701.831 of the Ohio Revised Code....... *

(g)(2) --First Amended Verified Complaint seeking Declaratory and Injunctive Relief
filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 6, 1995, relating to
the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code...................... *

(g)(3) --Motion for Leave to File a Second Amended Complaint filed on
March 10, 1995 by Luxottica Group S.p.A., Luxottica Acquisition
Corp. and Avant-Garde Optics, Inc. in the United States District
Court for the Southern District of Ohio, Eastern Division, in the
action entitled Luxottica Group S.p.A., et al. v. The United States
------------------------------ -----------------
Shoe Corporation, et. al. (C-2-95-244)....................................
-------------------------

</TABLE>

------------

* Previously filed.

5
<PAGE>

<TABLE><CAPTION>
EXHIBIT PAGE
------- ----
<S> <C> <C>

(g)(4) --Second Amended Verified Complaint seeking Declaratory and Injunctive Relief
filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 10, 1995, relating to
the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code......................

(g)(5) --Motion of Plaintiff Avant-Garde Optics, Inc. for a Hearing and Order
to Show Cause filed on March 10, 1995 by Avant-Garde Optics, Inc. in
the United States District Court for the Southern District of Ohio,
Eastern Division, in the action entitled Luxottica Group S.p.A., et
-------------------------
al. v. The United States Shoe Corporation, et. al. (C-2-95-244)...........
--- -------------------------------------------
</TABLE>

------------

* Previously filed.

EXHIBIT(a)(13)

LOGO

FOR IMMEDIATE RELEASE
For more information, contact
Mark Harnett (MacKenzie Partners, Inc., Information Agent) at 212-929-5877
or
Felicia Vonella (Dewe Rogerson, Inc.) at 212-688-6840

LUXOTTICA GROUP SPA SETS US SHOE CORP RECORD DATES
--------------------------------------------------

(New York, USA and Milan, Italy, March 10, 1995) -- Luxottica
Group S.p.A. (NYSE:LUX) today announced that it and certain
shareholders of the U.S. Shoe Corporation (NYSE:USR) have
formally notified US Shoe that they have set March 17, 1995 as
the record date for the required control share acquisition
("831") meeting and for the call by US Shoe shareholders of a
special meeting to, among other things, remove all of the
incumbent U.S. Shoe directors and elect Luxottica's nominees as
the new directors.

Claudio Del Vecchio, Managing Director of Luxottica Group S.p.A.,
said, "We have taken these steps in compliance with applicable
law to permit US Shoe shareholders to have the opportunity to
consider our $24 cash tender offer at the earliest practicable
time. We are extremely disappointed that US Shoe is attempting
to frustrate shareholder consideration of our offer even before
the US Shoe Board has responded to the offer."

As previously announced, Luxottica has filed preliminary proxy
materials with the SEC for the 831 meeting and for the call of
the special meeting.

Luxottica's tender offer can only be consummated if the
shareholders of US Shoe authorize the proposed control share
acquisition, under Ohio Rev. Code Section 831, by the affirmative
vote of a majority of the voting power of US Shoe in the election
of directors represented at the 831 meeting and a majority of the
portion of such voting power excluding the voting power of
"interested shares", or if Luxottica Acquisition Corp. is
satisfied, in its sole discretion, that Section 831 is invalid or
inapplicable to the acquisition of shares pursuant to the tender
offer.

On Friday, March 3, 1995, Luxottica Group initiated a cash tender
offer to acquire all outstanding common shares, and associated
preference share purchase rights, of US Shoe at a price of $24.00
net per share, subject to the conditions set forth in the Offer.
The Offer will expire at midnight New York City time on March 30,
1995 unless extended.

<PAGE>

Luxottica Group S.p.A., based in Italy, is a world leader in the
design, manufacture and marketing of high quality eyeglass frames
and sunglasses in the mid and premium price categories.
Luxottica's products, which are designed and manufactured in four
facilities located in Italy and include over 1,700 styles
available in a wide array of colors and sizes, are sold through
wholly-owned subsidiaries in the USA, Canada, Italy, France,
Spain, Portugal, Sweden, Germany, United Kingdom, Brazil,
Switzerland and Mexico, through 51%-owned distributors in
Belgium, Netherlands, and Finland, through a 50% joint venture in
Japan, through a 75% controlled company in Austria and through a
70.0% controlled company in Greece. Luxottica's US operations in
fiscal year 1994, accounted for 39.5% of Luxottica's total
consolidated sales.

Luxottica Group S.p.A. listed its American Depositary Shares on
the New York Stock Exchange in January 1990. The Company's
shares are traded only on the NYSE.

EXHIBIT(a)(14)

LOGO

FOR IMMEDIATE RELEASE
For more information, contact
Mark Harnett (MacKenzie Partners, Inc., Information Agent) at 212-929-5877
or
Felicia Vonella (Dewe Rogerson, Inc.) at 212-688-6840

JUDGE DENIES US SHOE'S MOTION TO DISQUALIFY
-------------------------------------------
LUXOTTICA'S OHIO COUNSEL
------------------------

(New York, USA and Milan, Italy, March 10, 1995) -- Luxottica
Group S.p.A. (NYSE:LUX) announced that U.S. district court Judge
James Graham of the Southern District of Ohio, today denied,
after a hearing, US Shoe's motion to disqualify Luxottica's Ohio
counsel, Vorys, Sater, Seymour and Pease.

Luxottica also announced that Judge Graham has scheduled a
hearing for Wednesday, March 15, 1995 to consider Luxottica's
motion to enjoin the application of certain provisions of the
Ohio Control Share acquisition law that impair voting rights of
certain US Shoe shareholders.

Luxottica Group S.p.A. listed its American Depositary Shares on
the New York Stock Exchange in January 1990. The Company's
shares are traded only on the NYSE.

EXHIBIT(a)(15)

LOGO

FOR IMMEDIATE RELEASE
For more information, contact
Mark Harnett (MacKenzie Partners, Inc. Information Agent) at 212-929-5877 or
Felicia Vonella (Dewe Rogerson Inc.) at 212-688-6840

LUXOTTICA GROUP ANNOUNCES CHANGES IN US SHOE RECORD DATES
---------------------------------------------------------

(New York, USA and Milan Italy, March 14, 1995) -- Luxottica Group S.p.A.
(NYSE:LUX) today announced that it and Luxottica Acquisition Corp. have
rescinded their prior action establishing March 17, 1995 as the record date for
shareholders of the US Shoe Corporation entitled to notice of and to vote at
the control share acquisition (831) special meeting of US Shoe shareholders
and, in order to validate and confirm the record date set by US Shoe, have
fixed the close of business on March 21, 1995 as such record date.

Luxottica also announced that it, Luxottica Acquisition Corp. and certain
shareholders of US Shoe have rescinded their prior action setting March 17, 1995
as the record date for determining US Shoe shareholders entitled to execute
agent designations for the call of a separate, additional special meeting of
US Shoe shareholders and have fixed the close of business on March 21, 1995 as
such record date. As announced, if such special meeting is called, Luxottica
will propose that US Shoe shareholders vote at such meeting to remove all
incumbent US Shoe directors and elect Luxottica's nominees to fill the
vacancies created by such removal.

Thus, the close of business on March 21, 1995 will be the record date both for
the 831 meeting, scheduled to be held on April 21, 1995, and for US Shoe
shareholders entitled to execute agent designations to call the special
meeting to remove all US Shoe directors.

Luxottica stated that it has taken these actions to facilitate consideration
by US Shoe shareholders of the vote at the 831 meeting and the execution of
agent designations to call the special meeting.

Luxottica Group S.p.A., based in Italy, is a world leader in the design,
manufacture and marketing of high quality eyeglass frames and sunglasses in the
mid and premium price categories. Luxottica's products, which are designed
and manufactured in four facilities located in Italy and include over 1,700
styles available in a wide array of colors and sizes, are sold through
wholly-owned subsidiaries in the USA, Canada, Italy, France, Spain, Portugal,
Sweden, Germany, United Kingdom, Brazil, Switzerland and Mexico, through
51%-owned distributors in Belgium, Netherlands, and Finland, through a 50%
joint venture in Japan, through a 75% controlled company in Austria and
through a 75.5% controlled company in Greece. Luxottica Group's total sales
for 1994 were US$504.3 million and net income was US$77.5 million. Luxottica's
US operations in fiscal year 1994, accounted for 39.5% of Luxottica's total
consolidated sales.

Luxottica Group S.p.A. listed its American Depositary Shares on the New York
Stock Exchange in January 1990. The Company's shares are traded only on the
NYSE.

EXHIBIT (g)(3)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

LUXOTTICA GROUP S.p.A., et. al., :
--------

Plaintiffs, :

v. : Civil Action No. C-2-95-244

THE UNITED STATES SHOE : Judge James L. Graham
CORPORATION, et. al.,
-------
:
Defendants.
:

MOTION FOR LEAVE TO FILE
A SECOND AMENDED COMPLAINT
--------------------------

Pursuant to Fed. R. Civ. P. 15(d), Plaintiffs Luxottica Group S.p.A.,

Luxottica Acquisition Corp., and Avant-Garde Optics, Inc., move this Court to

supplement their complaint to include a claim by Avant-Garde Optics, Inc.

("Avant-Garde") for an order directing The United States Shoe Corporation ("U.S.

Shoe") to permit Avant-Garde to inspect the shareholder records of U.S. Shoe,

and to declare the close of business, March 17, 1995, as the valid and effective

record date for the special meeting of shareholders pursuant to Ohio R.C. Sec.

1701.831 and the solicitation of agent designations to call a special meeting

of shareholders and to take related actions. Since the amended complaint was

filed, Plaintiff Avant-Garde, a shareholder of U.S. Shoe entitled under Ohio law

to inspect U.S. Shoe's shareholder records, has made a proper demand to inspect

the shareholder records, and has made a proper request to fix such record dates

referred to above, and U.S. Shoe has refused the demand and the requests. Leave

to supplement should be granted because these claims arose less than a day ago,

because there was no delay in asserting the claim, and because leave to

supplement is to be freely given under the liberal amendment policy of

<PAGE>

Rule 15(d). A copy of the second amended complaint is attached.

/s/ Thomas B. Ridgley
________________________________
Thomas B. Ridgley (0000910)
Trial Attorney
VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6229

Attorneys for Plaintiffs

OF COUNSEL:

WINSTON & STRAWN
Anthony J. D'Auria
175 Water Street
New York, New York 10038
(212) 269-2500

VORYS, SATER, SEYMOUR AND PEASE
Laura G. Kuykendall (0012591)
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400

MEMORANDUM IN SUPPORT
---------------------

Plaintiff Avant-Garde is a shareholder of U.S. Shoe Corporation.

On March 7, 1995, Avant-Garde made a demand to inspect the shareholder records

of U.S. Shoe. It also, along with other shareholders, made a proper request to

set certain record dates. On March 10, 1995, U.S. Shoe denied the demand and

the requests, or otherwise refused to act on the requests. Plaintiff

Avant-Garde seeks to amend its complaint to assert and to vindicate its right to

inspect the shareholder records, and to have certain record dates declared valid

and effective.

Fed. R. Civ. P. 15 establishes a policy of liberal amendment to

the pleadings. Leave to amend under Rule 15(a) or to supplement under

Rule 15(d) should be freely given. Federal Deposit Ins. Corp. v. Bates, 42 F.3d
-----------------------------------

-2-

<PAGE>

369, 373 (6th Cir. 1994); Marks v. Shell Ohio Co., 830 F.2d 68, 69 (6th Cir.
-----------------------

1987 ). To deny leave, there must be both an unjustifiable delay in asserting

the claim or defense, and a "significant showing of prejudice" caused by the

delay. Moore v. City of Paducah, 790 F.2d 557, 562 (6th Cir. 1986).
------------------------

In this case, there is neither delay nor undue prejudice. The

event which gave rise to the new claim, U.S. Shoe's refusal, occurred in the

past day. The original complaint was filed less than two weeks ago. U.S. Shoe

has yet to respond to the amended complaint. Because the claim just arose, and

because there was no delay and no undue prejudice caused by delay, leave to

supplement should be granted.

Attorneys for Plaintiffs

-3-

<PAGE>

OF COUNSEL:

WINSTON & STRAWN
Anthony J. D'Auria
175 Water Street
New York, New York 10038
(212) 269-2500

VORYS, SATER, SEYMOUR AND PEASE
Laura G. Kuykendall (0012591)
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400

-4-

<PAGE>

CERTIFICATE OF SERVICE
----------------------

The undersigned hereby certifies that a copy of the foregoing

Motion for Leave to File a Second Amended Complaint was served, by hand

delivery, upon Michael K. Yarbrough, Esq., Frost & Jacobs, One Columbus,

Suite 1000, 10 West Broad Street, Columbus, Ohio 43215-1467, and by overnight

mail upon Joseph Dehner, Esq., Frost & Jacobs, 2500 PNC Center, 201 East Fifth

Street, Cincinnati, Ohio 45201, Counsel for the defendants The United States

Shoe Corporation, Joseph H. Anderer, Philip E. Beekman, Gilbert Hahn, Jr.,

Roger L. Howe, Bannus B. Hudson, Lorrence Kellar, Albert M. Kronick, Thomas

Laco, Charles S. Mechem, Jr., John L. Roy, and Phyllis S. Sewell; and by hand

delivery upon Daniel Molkoff, Esq., Assistant Attorney General, State Office

Tower, 26th Floor, Columbus, Ohio 43215, Counsel for defendants Mark Holderman,

Donna Owens, and State of Ohio, this 10th day of March, 1995.

/s/ Thomas B. Ridgley
___________________________________________
Thomas B. Ridgley

-5-

EXHIBIT(g)(4)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

LUXOTTICA GROUP S.p.A., :
Via Valcozzena 10, :
32021 Agordo :
(Belluno) Italy, :
:
and :
:
LUXOTTICA ACQUISITION CORP., :
1209 Orange Street :
Wilmington, Delaware 19801 :
c/o Corporation Trust Company, :
:
and :
:
AVANT-GARDE OPTICS, INC., :
44 Harbor Park Drive :
Port Washington, New York 11050, :
:
Plaintiffs, :
:
v. : Civil Action No. C-2-95-244
:
:
: Judge Graham
THE UNITED STATES SHOE :
CORPORATION, :
One Eastwood Drive :
Cincinnati, Ohio 45227, :
:
and :
:
JOSEPH H. ANDERER, :
c/o The United States Shoe :
Corporation :
One Eastwood Drive :
Cincinnati, Ohio 45227, :
:
and :
:
PHILIP E. BEEKMAN, :
5402 E. Galbraith :
Cincinnati, Ohio 45236, :
:
and :
:
GILBERT HAHN, JR., :
c/o The United States Shoe :
Corporation :
One Eastwood Drive :
Cincinnati, Ohio 45227, :

<PAGE>

and :
:
ROGER L. HOWE, :
6450 Given Road :
Indian Hills, Ohio 45243, :
:
:
and :
:
BANNUS B. HUDSON, :
1136 Fort View Place :
Cincinnati, Ohio 45202-1713, :
:
and :
:
LORRENCE KELLAR, :
2167 Grandin Road :
Cincinnati, Ohio 45208-3359, :
:
and :
:
ALBERT M. KRONICK, :
35 Prospect Park S.W. :
Brooklyn, New York 11215-5902, :
:
and :
:
THOMAS LACO, :
9075 Cunningham Road :
Cincinnati, Ohio 45243-1503, :
:
and :
:
CHARLES S. MECHEM, JR., :
6225 Redbirdhollow Lane :
Cincinnati, Ohio 45243-3352, :
:
and :
:
JOHN L. ROY, :
5089 Signal Hill Lane :
Cincinnati, Ohio 45244, :
:
and :

<PAGE>

PHYLLIS S. SEWELL, :
c/o The United States Shoe :
Corporation :
One Eastwood Drive :
Cincinnati, Ohio 45227, :
:
and :
:
MARK HOLDERMAN, :
Commissioner of Securities :
Ohio Division of Securities :
South High Street :
Columbus, Ohio 43266-0548, :
:
and :
:
DONNA OWENS, :
Director of Commerce :
Department of Commerce :
of the State of Ohio :
South High Street :
Columbus, Ohio 43266-0548, :
:
and :
:
STATE OF OHIO, :
c/o Betty D. Montgomery :
Attorney General of Ohio :
State Office Tower :
East Broad Street :
Columbus, Ohio 43215, :
:
Defendants. :

<PAGE>
SECOND AMENDED
VERIFIED COMPLAINT FOR TEMPORARY RESTRAINING
ORDER AND FOR PRELIMINARY AND PERMANENT
INJUNCTIVE RELIEF AND DECLARATORY JUDGMENT
------------------------------------------

Plaintiffs, by their undersigned attorneys, as and for

their Second Amended complaint herein, aver upon knowledge as to

themselves and upon information and belief as to all other

matters as follows:

NATURE OF THIS ACTION

1. Plaintiffs seek (a) temporary, preliminary and

permanent injunctive relief, pursuant to Rule 65, Fed. R. Civ.

P., against the enforcement of the Ohio Take-Over Act, Ohio Rev.

Code Sec. Sec. 1707.041, 1707.042, 1707.23 and 1707.26 (the

"Take-Over Act"), which purports to regulate nationwide tender offers

governed by federal law; (b) preliminary and permanent injunctive

relief prohibiting application of certain provisions of the Ohio

Control Share Acquisition Act set forth in Division (E)(1) of

Ohio Rev. Code Sec. 1701.831 (the "Control Share Acquisition Act"),

by virtue of Ohio Rev. Code Sec. 1701.01(CC)(2), by defendants to

impair the voting rights of holders of certain of U.S. Shoe's

Common Shares; (c) preliminary and permanent injunctive relief

prohibiting U.S. Shoe and its directors from taking any

steps to enforce or amend the Preference Share Purchase Rights

Agreement, commonly referred to as the "Poison Pill Plan" [except

to redeem the rights issued thereunder (the "Rights")] and

directing U.S. Shoe and its directors to redeem all Rights issued

pursuant to U.S. Shoe's Poison Pill Plan, as defined hereinafter; and

(d) preliminary and permanent injunctive relief ordering U.S. Shoe to

permit Avant-Garde, or its designated representative, to examine the

shareholder records of U.S. Shoe.

<PAGE>

2. Plaintiffs seek a declaratory judgment pursuant to

28 U.S.C. Sec. 2201 and Rule 57, Fed. R. Civ. P., declaring that (a)

the Take-Over Act is unconstitutional to the extent it is sought

to be applied to the proposed acquisition by Plaintiffs of all of

the outstanding Common Shares of U.S. Shoe; (b) the Control Share

Acquisition Act is unconstitutional to the extent it is sought to

be applied to impair the voting rights of holders of U.S. Shoe's

Common Shares described in Ohio Rev. Code Sec. 1701.01(CC)(2);

are invalid, unlawful, null and void; and (d) Avant-Garde has a right

to examine and copy the shareholder records of U.S. Shoe, and to

obtain the information sought by the March 7, 1995 demand letter

that Avant-Garde sent to U.S. Shoe.

PARTIES
-------

3. Plaintiff, Luxottica Group S.p.A. ("Luxottica

Group"), is a corporation organized under the laws of the

Republic of Italy with its principal place of business in

Belluno, Italy. Luxottica Group and Luxottica Acquisition Corp.

("Luxottica Acquisition"), a Delaware corporation and an indirect

wholly-owned subsidiary of Luxottica Group, announced and

commenced a nationwide cash tender offer for all of the

outstanding Common Shares of U.S. Shoe ("hereinafter collectively

referred to as "Offeror Plaintiffs").

4. Plaintiff Avant-Garde Optics, Inc. ("Avant-Garde")

is a corporation organized under the laws of New York with its

principal place of business in New York. Avant-Garde is a wholly

owned subsidiary of Luxottica Group, and has been a shareholder

of U.S. Shoe since November 7, 1994. Avant-Garde is a Plaintiff

as to Counts Six through Ten.

5. Defendant The United States Shoe Corporation

("U.S. Shoe") is an Ohio corporation with its principal executive

offices in Cincinnati, Ohio.

<PAGE>
6. Defendants Anderer, Beekman, Hahn, Howe, Hudson,

Kellar, Kronick, Laco, Mechem, Roy and Sewell are directors of

U.S. Shoe (the "Directors"), and each is a citizen of states

other than Delaware.

7. Defendant Mark Holderman (the "Commissioner") is a

citizen and resident of Ohio and is the Commissioner of the Di-

vision of Securities, Department of Commerce of the State of Ohio

(the "Division"). Pursuant to Ohio Rev. Code Sec. 1707.46, the

Division is charged with the enforcement of all laws and rules

enacted to regulate the sale of securities. In the enforcement

of those laws, the Commissioner is empowered, inter alia, to
----- ----

conduct hearings and investigations (Ohio Rev. Code Sec.Sec.

1707.041, 1707.23), issue cease and desist orders (Ohio Rev. Code

Sec. 1707.23) and seek court-ordered injunctive relief (Ohio Rev.

Code Sec.Sec. 1707.23, 1707.26). Further, the Commissioner is

empowered, pursuant to Ohio Rev. Code Sec. 1707.23(E) and (H),

to enforce certain criminal provisions and may refer certain

enforcement matters to the Attorney General and the Prosecuting

Attorney.

8. Defendant Donna Owens is a citizen and resident of

Ohio and is the Director of Commerce, Ohio Department of

Commerce. The Department of Commerce has authority to enforce

provisions of the Take-Over Act.

9. The State of Ohio is being made a defendant herein

by and through Betty D. Montgomery, the Attorney General of Ohio.

JURISDICTION AND VENUE
----------------------

10. This action arises under (a) Sections 14(a),

14(d), 14(e) and 28 of the Securities Exchange Act of 1934 (the

"Exchange Act"), 15 U.S.C. Sec.Sec. 78(a), 78n(d), 78n(e) and

78bb, and the rules and regulations promulgated thereunder

by the Securities and Exchange

<PAGE>

Commission (the "SEC"), 17 C.F.R. Sec.Sec. 240.14d-1 et seq.;
-- ---
and (b) the Commerce Clause, Article I, Section 8, Clause 3,

the Impairment of Contracts Clause, Article I, Section 10, the

Supremacy Clause, Article VI, Clause 2 and the due process clause

of the Fourteenth Amendment of the United States Constitution and

42 U.S.C. Sec. 1983.

11. This Court has subject matter jurisdiction over

this action pursuant to (a) Section 27 of the Exchange Act,

15 U.S.C. Sec. 78aa; (b) 28 U.S.C. Sec. 1331(a)(federal question);

Sec.1337(a) (commerce and antitrust regulation); (e) 28 U.S.C.

Sec. 1343(a) (deprivation of constitutional rights); and

(f) 28 U.S.C. 1367 (supplemental jurisdiction). Plaintiffs

and defendants are of diverse citizenship, and the amount in

controversy, exclusive of interest and costs, exceeds $50,000.

Further, this Court has pendent jurisdiction over the state law

claims.
12. Venue is proper in this judicial district pursuant

to 28 U.S.C. Sec. 1391(b) and (c) because all of the defendants

reside in or are subject to personal jurisdiction in this

district and the claims asserted herein arise from events and/or

omissions in this District; and pursuant to Section 27 of the

Exchange Act, 15 U.S.C. Sec. 78aa, because acts or transactions

constituting violations of the Exchange Act have occurred or are

threatened to occur in this District, and the defendants are in,

inhabit or transact business in this district. Venue in this

division is proper pursuant to Rule 3.3(c) of the S.D. Ohio L.R.

because defendants Holderman and Owens reside, and the cause of

action arose, in this division.

THE TENDER OFFER
----------------

13. In telephone calls in December, 1994 and a meeting

in January, 1995, Luxottica Group advised senior management of

U.S. Shoe that Luxottica Group proposed to

<PAGE>
acquire U.S. Shoe by means of an all cash merger involving

payment to U.S. Shoe's shareholders of a substantial premium

above the then current market value of U.S. Shoe's Common Shares,

and wished to engage in negotiations to effectuate such a

transaction. The financial advisors of Luxottica Group and

U.S. Shoe also held several meetings during this period in which

Luxottica Group's financial advisors reiterated the merger

proposal.

14. Luxottica Group advised U.S. Shoe that it wished

access to non-public information about U.S. Shoe's businesses to

offer a fully-valued cash merger proposal. However, U.S. Shoe

and Plaintiffs were unable to agree on the terms of a standstill.

15. In light of U.S. Shoe's response to Luxottica

Group's friendly overtures, Luxottica Group decided to make an

offer directly to U.S. Shoe's shareholders.

16. Accordingly, Offeror Plaintiffs commenced on March

3, 1995, a cash tender offer (the "Tender Offer") for all of the

outstanding shares of U.S. Shoe at a price of $24.00 per share.

17. The Tender Offer represents a substantial

transaction in interstate commerce totaling more than

$1,201,654,248. The Tender Offer is being made to all of U.S.

Shoe's shareholders, who are widely dispersed throughout the

United States, with the majority located outside the State of

Ohio. The offer is fair, reasonable and adequate. Further, it

is not coercive. It is for all shares. If the Tender Offer

is successful, Offeror Plaintiffs intend, as soon as practicable,

to consummate a merger and to acquire at the same price all

remaining shares not tendered in the Tender Offer.

18. The Tender Offer complies in all respects with the

detailed substantive and disclosure requirements of federal law,

which comprehensively regulate nationwide tender offers,

including, among other things, the Exchange Act and certain

amendments thereto (the "Williams

<PAGE>
Act"), and rules and regulations promulgated by the SEC pursuant

to Congressional authorization. Offeror Plaintiffs are filing a

Schedule 14D-1 with the SEC with respect to the Tender Offer

which contains, among other exhibits, an Offer to Purchase

setting forth the material terms of the Tender Offer. Offeror

Plaintiffs are also filing a Form 041 together with the aforesaid

Schedule 14D-1, the Offer to Purchase and all other exhibits

thereto, with the Division, without prejudice to Offeror

Plaintiffs' position that the Take-Over Act is unconstitutional

or inapplicable to the Tender Offer. In addition, Offeror

Plaintiffs are delivering an Acquiring Person Statement

to U.S. Shoe pursuant to the Control Share Acquisition Act,

without prejudice to Offeror Plaintiffs' position that the

Control Share Acquisition Act is unconstitutional to the extent

it is applied to impair certain voting rights.

FEDERAL REGULATION OF THE TENDER OFFER
--------------------------------------

19. In 1968, Congress enacted the Williams Act

amendments to the Exchange Act and thereby established a uniform

national system, administered by the SEC, for regulation of

interstate tender offers. The provisions of the Williams Act,

and the rules promulgated thereunder by the SEC, represent a

comprehensive Congressional scheme which regulates nationwide

tender offers.

20. In enacting the Williams Act, Congress recognized

that tender offers serve legitimate and beneficial economic

functions by, among other things, providing investors with an

opportunity to sell their shares at an advantageous premium over

the prevailing market prices and providing shareholders with all

information material to their respective decisions whether or not

to tender their shares.

<PAGE>

21. The Williams Act reflects the intent of Congress

that interstate tender offers for shares of public corporations

should succeed or fail solely at the hands of the free and

informed investment judgment of the individual shareholders of

such corporations. The Williams Act is designed neither to deter

nor to encourage tender offers, but rather to establish

evenhanded regulation, favoring neither the tender offeror nor

incumbent management of the corporation whose securities are

being sought. The goals of the Williams Act are shareholder

protection and strict neutrality in the contest for corporate

control between management of the target company and the tender

offeror.

22. The Williams Act protects investors by requiring

that tender offerors provide shareholders with certain

information which Congress has determined to be material to an

informed investment judgment as to whether an individual

shareholder should hold, sell or trade his securities and by

requiring that tender offerors observe specified timetable

requirements in connection with all tender offers for securities

registered under the Exchange Act.

23. Pursuant to its authority under Section 23(a)(1)

and other provisions of the Exchange Act, the SEC has promulgated

rules and regulations in furtherance of the comprehensive

Congressional scheme set forth in the Williams Act and in other

provisions of the Exchange Act. Federal law establishes a

specific regulatory scheme and timetable which apply to the

Tender Offer. The Williams Act does not contain any provisions

that would substantially delay or restrict a tender offer, or

permit administrative review respecting the fairness of its

substantive terms or the effectiveness of tender offer

disclosures.

THE OHIO TAKE-OVER ACT
----------------------

<PAGE>

24. The Take-Over Act, Ohio Rev. Code Sec. 1701.041,

was originally enacted in 1969 and amended in 1990. It purports

to regulate interstate tender offers.

25. Under the Take-Over Act, a "control bid" is

defined to include an offer to acquire equity securities of a

corporation incorporated inside or outside Ohio with its

principal place of business or principal executive office in Ohio

or with substantial assets within Ohio if there are a certain

specified number of Ohio shareholders. Ohio Rev. Code Sec.

Sec. 1707.01(V)(1); 1707.01(Z)(1).

26. While the Take-Over Act requires disclosure which

is, in part, duplicative of that required under federal law, the

information filed with the Division and to be delivered to the

subject company and Ohio offerees must also include information

which need not be disclosed in a Schedule 14D-1 filed with the

SEC pursuant to the Williams Act, such as:

(a) information regarding plans or
proposals of the offeror to make
changes in employee plans or
workforce or to close plants or
facilities. Sec.1707.041(A)(2)(d).

(b) complete information on the
organization and operations of
offeror, including

(i) a description of the offeror's
outstanding capital stock and
long-term debt,

(ii) financial statements of the
offeror for the current period
and three most recent annual
accounting periods,

(iii) a description of the loca-
tion and general character of
offeror's principal physical
properties,

(iv) a description of pending legal
proceedings other than routine
litigation,

<PAGE>

(v) a description of the business
done and projected by the
offeror and the general
development of offeror's
business over the past three
years, and

(vi) the amount of any material
interest, direct or indirect,
of any of offeror's officers
or directors in any material
transaction during the past
three years, or any proposed
transactions, to which the
offeror was or is to be a
party. Sec. 1707.041(A)(2)(g).

(c) "[s]uch other and further
documents, exhibits, data, and
information as may be required by
regulations of the division of
securities, or as may be necessary
to make fair, full and effective
disclosure to offerees of all in-
formation material to a decision to
accept or reject the offer." Sec.
1707.041(A)(2)(h).

27. The Take-Over Act impermissibly imposes burdens

upon offerors, such as Luxottica Acquisition, in conflict with

the Williams Act, 15 U.S.C. Sec. 78n(d), (e) (to which the Tender

Offer is subject), and the regulations promulgated thereunder, to

the extent that the Take-Over Act requires that offerors provide

to the company being acquired, the Division and Ohio offerees,

materials which include, among other things, information with

respect to the financial condition and history of the offerors;

plans relating to employees; and a general open-ended requirement

for additional information, beyond the requirements of the

Williams Act. Ohio Rev. Code Sec. 1707.041(A)(2).

28. The Take-Over Act allows the Division, by rule or

in an adjudicatory proceeding, to determine that an issuer is not

a "subject company" if "appropriate review" of the control bid

will be made by a regulatory authority of another jurisdiction.

Ohio Rev. Code Sec. 1707.01(Z)(2).

<PAGE>

29. The Division may "summarily suspend the

continuation of the control bid." Further, the Division may

effectively block the Tender Offer from going forward if, after a

hearing, it determines that "all of the information required to

be provided . . . has not been provided by the offeror, that the

control bid materials provided to offerees do not provide full

disclosure to offerees of all material information concerning the

control bid, or that the control bid is in material violation of

any provision of this chapter . . ." Ohio Rev. Code Sec.

1707.041(A)(4).

30. The contemplated "suspension" of Offeror

Plaintiffs' control bid, both summarily and after hearing, would

have the practical effect of impeding, and possibly halting, the

Tender Offer throughout the nation. Reinstitution of the offer

can be accomplished only by filing "new or amended information"

to correct "disclosure and other deficiencies." Ohio Rev. Code

Sec. 1707.041(A)(4).

31. These provisions are in direct contravention of

the Williams Act, which does not contemplate any substantive

administrative review of the "effectiveness" of tender offer

disclosures or of "other deficiencies". These provisions also

conflict with the explicit timetable of the Williams Act.

THE CONTROL SHARE ACQUISITION ACT
---------------------------------

32. Ohio Rev. Code Sec. 1701.831 regulates the making

of "control share acquisitions" as defined in Ohio Rev. Code Sec.

1701.01(Z)(1). Offeror Plaintiffs' Tender Offer to acquire all

of the shares of U.S. Shoe for cash proposes a control share

acquisition. Within ten days of receipt of an Acquiring Person

Statement delivered to U.S. Shoe pursuant to Ohio Rev. Code

Sec. 1701.831(B), defendant Directors of U.S. Shoe must call a

special meeting (the "831 Special Meeting") of shareholders to

vote on the proposed control share acquisition.

<PAGE>

33. Under Ohio Rev. Code Sec. 1701.831, the Tender

Offer can only be consummated if the shareholders of U.S. Shoe

approve the proposed control share acquisition by the affirmative

vote of a majority of the voting power of U.S. Shoe in the

election of directors represented at the 831 Special Meeting in

person or by proxy and a majority of the portion of such

voting power excluding the voting power of "interested shares"

[as defined in Ohio Rev. Code Sec. 1701.01(CC)]. A quorum must be

present at the 831 Special Meeting and will be deemed present if a

majority of the voting power of U.S. Shoe in the election of

directors and majority of such voting power excluding "interested

shares" are represented at the meeting in person or by proxy.

34. According to Ohio Rev. Code Sec. 1701.832 the

procedures in Sec. 1701.831 are to provide ". . . evenhanded

protection of offerors and shareholders from fraudulent and

manipulative transactions arising in connection with control

acquisitions." "Evenhanded protection" requires that the share-

holder vote in Sec. 1701.831 must treat offerors and incumbent

management evenhandedly and must be bona fide and achievable. If

the vote cannot be calculated, or cannot be calculated in a

timely manner, the voting requirements are a blatant sham

designed to enable entrenched management to avoid a shareholder

referendum on the Tender Offer and kill fair, all-cash, non-

manipulative tender offers or stymie them indefinitely.

35. Ohio Rev. Code Sec. 1701.01(CC)(2), a 1990 amend-

ment, presents insurmountable barriers to any and all control

share acquisitions of the shares of widely held public companies,

such as U.S. Shoe, by creating a class of "interested shares"

which, as a practical matter, is impossible to determine.

36. Ohio Rev. Code Sec. 1701.01(CC)(2) provides:

<PAGE>

"Interested shares" also means any shares of
------------------------------------------
an issuing public corporation acquired,
---------
directly or indirectly, by any person from
-----------------------
the holder or holders thereof for a valuable
consideration during the period beginning
------------------------------
with the date of the first public disclosure
---------------------------------------------
of a proposed control share acquisition of
---------------------------------------------
the issuing public corporation or any
---------------------------------------------
proposed merger, consolidation, or other
---------------------------------------------
transaction which would result in a change in
---------------------------------------------
control of the corporation or all or
-------
substantially all of its assets, and ending
------
on the date of any special meeting of the
-------------------------------------
corporation's shareholders held thereafter
pursuant to section 1701.831 [1701.83.1] of
-----------------------------
the Revised Code, for the purpose of voting
on a control share acquisition proposed by
any acquiring person if either of the
----------
following apply:

(a) The aggregate consideration paid or
-------------------------------
given by the person who acquired the shares,
--------------------------------------
and any other persons acting in concert with
-------------------------------
him, for all such shares exceeds two hundred
-------------------
fifty thousand dollars;
----------------------

(b) The number of shares acquired by the
-----------------------------------
person who acquired the shares, and any other
------ ---------
persons acting in concert with him, exceeds
-------------------------- -------
one-half of one per cent of the outstanding
-------------------------
shares of the corporation entitled to vote in
the election of directors. (Emphasis added).

37. Any shares of U.S. Shoe that are "interested

shares" under Ohio Rev. Code Sec. 1701.01(CC)(2) cannot be

determined from the shareholder records of U.S. Shoe required to

be maintained under Ohio Rev. Code Sec. 1701.37 because such re-

cords disclose the names and addresses of record holders only,

who may or may not also be the beneficial owners of such shares.

Even as to those record holders who are also beneficial owners,

the records do not contain the information necessary to determine

whether the shares are "interested shares" under the provisions

of Ohio Rev. Code Sec. 1701.01(CC)(2).

38. It is estimated that at least 80% of U.S. Shoe's

outstanding shares are held by clearing agencies and by brokers

and banks as record holders for the beneficial owners using

"street" or nominee names. Such brokers, banks and clearing

agencies hold shares for many beneficial owners, including

arbitrageurs. Arbitrageurs buy and sell significant amounts of

shares
15

<PAGE>

of widely held public companies, like U.S. Shoe, after

tender offer announcements. They frequently do not consent to

disclosure of their names, addresses and holdings. Neither U.S.

Shoe nor Luxottica Acquisition can compel the record share-

holders to disclose the name, address or holdings of the

numerous non-consenting beneficial owners of shares, the prices

paid by them for shares, when such shares were purchased or

whether they are "acting in concert" with any other person, and

yet this unavailable information must be obtained in order to

identify the class of "interested shares" created by Ohio Rev.

Code Sec. 1701.01(CC)(2). Thus, this provision presents insur-

mountable difficulties in tallying "interested shares" and,

accordingly, shares that are not "interested." Moreover, it is
---
a practical impossibility to determine whether there is a

quorum or to determine the vote on the proposed control share

acquisition, which makes it impossible to comply with the

statutory requirement of obtaining approval of the Tender Offer

by separate majorities of the holders of "interested shares" and

the other shares of U.S. Shoe.

39. Section 14 of the Exchange Act and the regulations

promulgated thereunder (the "Proxy Rules") regulate the

solicitation of proxies and related matters with respect to

public companies such as U.S. Shoe.

40. Rules 14b-1(b)(3) and 14b-2(b)(4) of the Proxy

Rules require clearing agencies, securities brokers and banks

holding record ownership of stock for beneficial owners to

provide a public company such as U.S. Shoe, upon request of the

company, with the names, addresses and securities positions,

compiled as of a date no earlier than five business days after

such request is received, of its customers who are beneficial

owners of the company's securities and "who have not objected to
------------------------

disclosure of such 'information'." Thus, the Proxy Rules
-----------------------------------

recognize the right of a beneficial owner to keep his identity

confidential. In addition, the Proxy Rules create no right or

ability to compel disclosure by a beneficial owner of the price

paid by him

<PAGE>

for securities, the time of the purchases, the

identity of sellers or whether he is acting in concert with any

other person, all of which must be obtained to determine whether
---

shares of U.S. Shoe are "interested shares" under Ohio Rev. Code

Sec. 1701.01(CC)(2). Therefore, Sec. 1701.01(CC)(2) conflicts

with and is preempted by the Proxy Rules.

41. While some of this information could be obtained

from reports required to be filed by 5% shareholders under

Section 13 of the Exchange Act, Sec. 1701.01(CC)(2) applies to

a person holding as few as one-half of one percent of the

outstanding U.S. Shoe shares, so that Section 13 filings would

provide incomplete and non-dispositive information in determining

which U.S. Shoe shares are "interested shares." Thus, Sec.

1701.01(CC)(2) is also in conflict with the disclosure scheme of

Section 13 of the Exchange Act.

42. The Williams Act, and the regulations thereunder,

establish procedural rules to govern tender offers. U.S. Shoe

and Luxottica Acquisition are subject to the Williams Act. The

Williams Act strikes a careful balance between the interests of

offerors and target companies, and any state statute that upsets

this balance is preempted.

43. Ohio Rev. Code Sec. 1701.831(E)(1), by virtue of

Ohio Rev. Code Sec. 1701.01(CC)(2), operates to favor entrenched

management against offerors to the detriment of shareholders by

excluding, from one of the votes required under Sec. 1701.831,

certain shares of U.S. Shoe trading after the Tender Offer

announcement. It does not protect independent shareholders

against the contending parties and does not ensure collective

deliberation about the merits of tender offers; rather, it

deprives holders of independently-owned shares of U.S. Shoe of

their rightful voice in corporate affairs. Ohio Rev. Code Sec.

1701.01(CC)(2) excludes certain shares owned independently of

U.S. Shoe's management and Luxottica Acquisition from a crucial

vote and makes it impossible to determine whether a requisite

shareholder vote has been obtained.

<PAGE>

Thus, it impedes the operation of the special shareholder's

meeting intended to give to the offeror the opportunity to

present its offer to the shareholders and to shareholders the

opportunity to decide for themselves whether a change in control

should occur. Therefore, Ohio Rev. Code Sec. 1701.01(CC)(2)

frustrates the purposes of the Williams Act. Ohio Rev. Code Sec.

1701.01(CC)(2) also does not treat shares which trade after the

first announcement of a tender offer equally, thereby

discriminating against Luxottica Acquisition's Tender Offer in

favor of any later competing offer made by U.S. Shoe's management

or a "white knight" friendly to management. Shares purchased

after the announcement of Luxottica Acquisition's Tender Offer

are "interested shares" as to such Tender Offer but would not
---
be "interested shares" as to any other offer if such shares are

purchased prior to the announcement of the second offer. The

"evenhanded" approach mandated by Ohio Rev. Code Sec. 1701.832

and the Williams Act is frustrated by a scheme which favors

entrenched management to the detriment of U.S. Shoe's

shareholders.

44. The Ohio General Assembly demonstrated awareness

that the amendment of Ohio Rev. Code Sec. 1701.01, adding

division (CC)(2), was constitutionally dubious by specifically

adding a severability clause solely for that division, to apply

"if any part of this division is held to be illegal or invalid in

application . . ." Ohio Rev. Code Sec. 1701.01(CC)(3).

THE POISON PILL PLAN
--------------------

45. U.S. Shoe's Poison Pill Plan (denominated as the

"Preference Shares Purchase Rights") was initially adopted by

U.S. Shoe's Board of Directors on March 31, 1986, without

shareholder approval. On April 14, 1986, U.S. Shoe implemented

the Poison Pill Plan by distributing a dividend of one preference

share purchase right (i.e., a Right) for each outstanding share
----

of U.S. Shoe.

<PAGE>

46. On March 23, 1988, U.S. Shoe amended its Poison

Pill Plan, again acting without shareholder approval.

47. U.S. Shoe's Poison Pill Plan, both as initially

adopted and as amended, is designed to impose substantial

economic penalties on any entity, like Luxottica Acquisition,

that attempts to acquire U.S. Shoe in a transaction not approved

by U.S. Shoe's Board of Directors. Thus, the Poison Pill Plan

affords U.S. Shoe's Board the power effectively to prevent U.S.

Shoe's shareholders from receiving the benefits of Offeror

Plaintiffs' Tender Offer regardless of its merit or the desires

of U.S. Shoe's shareholders to sell their shares pursuant thereto.

48. U.S. Shoe's Poison Pill Plan, however, empowers

U.S. Shoe's Directors to redeem the Rights and remove the threat

of overwhelming dilution that they carry. U.S. Shoe's Board may

at its discretion redeem the Rights at the nominal price of five

cents ($0.05) per Right at any time on or prior to the time a

person together with its affiliates and associates, becomes the

beneficial owner of 20 percent or more of U.S. Shoe's outstanding

shares (an "Acquiring Person").

49. In its Offer to Purchase, Luxottica Acquisition

requested that U.S. Shoe's Board of Directors redeem the Rights.

Luxottica Acquisition believes that U.S. Shoe's Board will refuse

to redeem the Rights.

50. U.S. Shoe uses and maintains the Rights solely in

order to employ the "flip-over" and "flip-in" features of these

Rights, described hereinafter, which are designed to deter tender

offerors, like Luxottica Acquisition, whose offers have not been

approved by U.S. Shoe's Board of Directors.

51. As amended, U.S. Shoe's Rights may only be

transferred together with U.S. Shoe's Common Shares until the

"Distribution Date" which shall occur on the earlier of the

<PAGE>
day on which a public announcement of the fact that a person has

become an Acquiring Person is made by U.S. Shoe or such Acquiring

Person (the "Share Acquisition Date") or the close of business on

the tenth day (or such later date as a majority of U.S. Shoe's

"Continuing" Directors may determine) following the commencement

of, or first public announcement of an intention to make, a

tender or exchange offer which, if successful, would result in a

30 percent or more ownership interest of U.S. Shoe's outstanding

Common Shares.

52. According to U.S. Shoe's Poison Pill Plan, after

the Distribution Date, the Rights may be transferred separately

from the Common Shares to which they were initially attached.

From and after the Distribution Date, but prior to the triggering

of the "flip-over" or "flip-in" provisions of the Rights,

described below, each Right entitles its holders to purchase from

U.S. Shoe one one-hundredth (1/100th) of a Series A Preference

Share at an exercise price of $200.

53. The $200 exercise price of the Rights vastly

exceeds the economic value of the units of designated preference

shares into which they are initially convertible. This disparity

between the exercise price and the value of the fractional

preference share to be received makes it clear that the Rights

were never intended to be used to purchase the designated

preference shares.

54. The exercise price for such fractional preference

share is more than 10 times the market price at which the shares

of U.S. Shoe traded immediately prior to announcement of the

Tender Offer and is significantly higher than any price at which

the Board of Directors could reasonably believe the preference

shares might trade prior to the expiration of the Rights in 1996.

It is thus inconceivable that a Right would in fact ever be

exercised to acquire the fractional preference shares.

<PAGE>

55. According to U.S. Shoe's Poison Pill Plan, after

the Rights become exercisable and, unless the Rights are sooner

redeemed, in the event that U.S. Shoe were to be acquired in a

merger or other business combination or more than 50 percent of

the assets or earning power of U.S. Shoe and its subsidiaries

were sold or transferred, the "flip-over" provision of the Poison

Pill is triggered. In that event, the Poison Pill Plan provides

that each Right shall entitle its holder to purchase such number

of shares of the acquiring company's common stock having a market

value at the time of such transaction of two times the exercise
--- -----

price of the Right. In other words, when the Rights "flip-over"

into rights to purchase stock of the acquiring company, the

Rights holders may purchase shares of that company at half-price.

For example, a Right holder could purchase $100 worth of the

acquiring company's shares for only $50. This "flip-over"

feature of the Poison Pill Plan threatens a devastating

impairment of any potential acquirer's capital structure and, if

enforceable, makes tender offers impossible if not approved by

U.S. Shoe's directors.

56. The Poison Pill Plan has certain anti-takeover

effects in that the Rights will cause substantial dilution to the

ownership rights of any person who attempts to acquire U.S. Shoe

on terms not approved by U.S. Shoe's Board of Directors. This

dilution would impose substantial economic penalties on Offeror

Plaintiffs or any other person who attempts to take control of

U.S. Shoe in a transaction not approved by U.S. Shoe's Board of

Directors.

57. Now in the face of Luxottica Acquisition's all

cash, all shares, premium, noncoercive Tender Offer, U.S. Shoe's

Board of Directors likely will continue to refuse to redeem the

Rights despite Offeror Plaintiffs' demand that they do so. U.S.

Shoe's Board of Directors is employing the Poison Pill Plan to

obstruct Offeror Plaintiffs' valuable offer, to deny

<PAGE>

to U.S. Shoe's shareholders any meaningful opportunity to decide

for themselves whether to tender their shares, and to entrench

the incumbent Board.

58. The purported purpose of the Poison Pill Plan was

to protect the interests of U.S. Shoe's shareholders. Luxottica

Acquisition's all cash, all shares premium Tender Offer provides

for fair and equal treatment of all U.S. Shoe shareholders and is

not coercive. Consequently, U.S. Shoe's Poison Pill has no valid

application to Luxottica Acquisition's Tender Offer.

59. U.S. Shoe's Board of Directors has a fiduciary

duty to redeem the Rights to allow Luxottica Acquisition's Tender

Offer to proceed. Unless the Poison Pill is redeemed, U.S.

Shoe's shareholders may be denied the opportunity to exercise

their right to decide for themselves whether to accept the

benefits of Offeror Plaintiffs' Tender Offer.

60. According to U.S. Shoe's Poison Pill Plan, U.S.

Shoe's Poison Pill further provides that after the Rights become

exercisable and the "flip-in" provision of the Poison Pill is

triggered, each Rights Holder (other than the Acquiring Person)

becomes entitled to purchase Common Shares of U.S. Shoe having a

market value of two times the exercise price of the Right. In

other words, when the Rights "flip-in," the Rights Holders may

purchase Common Shares of U.S. Shoe at one-half of their fair

market value at the time of the transaction. Because the

Acquiring Person's Rights are rendered void when the Rights "flip

in," this feature of the Poison Pill discriminates against the

Acquiring Person by diluting and devaluing the Acquiring Person's

holdings in U.S. Shoe. Moreover, the Plan provides that in lieu

of issuing Common Shares, U.S. Shoe may, if a majority of the

continuing Directors determines that such action is necessary or

appropriate and not contrary to the interests of the holders of

the Rights, elect to issue or pay, upon the exercise of the

Rights, cash, property, or other securities, or any combination

thereof

<PAGE>

having a fair market value equal to the value of the Common

Shares which otherwise would have been issued.

61. The option to purchase one one-hundredth of a

Series A Preference Share in the event of a flip-in is an

illusory option, because the "flip-in" triggers a right to

purchase Common Shares, not fractional preference shares.

Because the Poison Pill Plan effectively grants options to

purchase Common Shares in the event of a "flip-in," it is invalid

under Ohio Rev. Code Sec. 1701.16 because U.S. Shoe does not have

sufficient authorized but unissued Common Shares to satisfy the

exercise of the Rights in such event and because the Poison Pill

Plan was never approved by U.S. Shoe shareholders.

62. U.S. Shoe's Amended Articles of Incorporation

currently authorize the issuance of 60,000,000 Common Shares.

According to U.S. Shoe's most recent Form 10-Q, the number of

Common Shares outstanding at October 29, 1994, was 46,341,660; in

addition, there were options to purchase 3,727,267 Common Shares.

Thus, on a fully diluted basis, there were only 9,931,073 Common

Shares available for issuance under the Poison Pill Plan as of

October 29, 1994. If the flip-in were triggered by Luxottica

Acquisition's Tender Offer, there are insufficient Common Shares

to satisfy the exercise of the Rights.

63. Since there are insufficient authorized but

unissued or treasury Common Shares to satisfy the exercise of the

Rights, the Rights are not options to purchase shares, but are in

actuality a right to receive a dividend in cash, property or

securities pursuant to Ohio Rev. Code Sec. 1701.33.

64. Under the terms of the Poison Pill Plan, shares

held by a holder of 20 percent or more of U.S. Shoe's outstanding

Common Shares (and those who purchase from him)

<PAGE>
are discriminatorily excluded from the dividend. Such a

discriminatory dividend is unlawful under Ohio Rev. Code

Sec. 1701.33.

65. Furthermore, the amount of the dividend U.S. Shoe

would be required to pay under the circumstances described, above

and beyond the proceeds to it from the payment by the Right

holders of the exercise price, would be in such an amount that it

(a) would exceed U.S. Shoe's surplus and render it insolvent, and

would therefore be unlawful under Ohio Rev. Code Sec. Sec.

1701.33(A) and 1701.33(C), (b) would likely violate U.S. Shoe's

existing debt covenants, (c) would render U.S. Shoe's directors

personally liable for repayment of the unlawful amounts under

Ohio Rev. Code Sec. 1701.95(A)(1), and (d) would constitute an

unlawful disposition of substantially all of U.S. Shoe's assets

under Ohio Rev. Code Sec. 1701.76 or a voluntary dissolution

under Ohio Rev. Code Sec. 1701.86, without the requisite approval

of the shareholders.

66. Under the terms of the Poison Pill Plan, the Plan

does not apply to "a tender or exchange offer for all

outstanding Common Shares at a price and on terms determined by

a majority of the members of the Board of Directors, who are not

officers of the Corporation, to be in the best interest of the

Corporation and its shareholders (other than the Person or any

Affiliate or Associate thereof on whose behalf the offer is

being made.")

67. The Directors of U.S. Shoe who are not officers

of the corporation should promptly determine that the cash

tender offer for all outstanding shares commenced by Luxottica

Acquisition is in the best interest of the corporation and its

shareholders, so that the Poison Pill Plan does not apply to

Luxottica Acquisition's Tender Offer. The failure to approve the

Tender Offer and render the Poison Pill Plan inapplicable would

constitute a breach of fiduciary duty, and may deny U.S. Shoe's

shareholders the opportunity to exercise their right to decide

for themselves whether to accept the benefits of Offeror

Plaintiffs' Tender Offer.

<PAGE>

CLAIMS FOR RELIEF
-----------------

The Take-Over Act Violates the Commerce
Clause of the United States Constitution
----------------------------------------

(COUNT ONE)

68. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-67 of this Complaint as if fully rewritten

herein.

69. The Commerce Clause of the United States

Constitution provides that: "Congress shall have power . . . to

regulate commerce . . . among the several states." U.S. Const.

Art. I, Sec. 8, cl. 3.

70. Shareholders of U.S. Shoe reside throughout the

United States and the Tender Offer will take place in interstate

commerce.

71. The Take-Over Act imposes a substantial, adverse,

and direct burden on interstate commerce because, among other

things, the Take-Over Act:

(a) grants to the Division power to
suspend the Tender Offer in the
State of Ohio which would
effectively prevent plaintiffs from
going forward with the Tender Offer
nationwide;

(b) imposes disclosure requirements
which exceed those required under
federal law;

(c) deprives Plaintiffs of the
federally-protected right to buy
securities from willing sellers
throughout the United States free
of state law impediments;

(d) exerts a powerful constraint upon
transactions in securities between
willing buyers and willing sellers
throughout the United States;

(e) impedes the infusion of billions of
dollars into interstate commerce by
means of tender offers and
interferes with efficient
allocation of economic resources;
and

25
<PAGE>

(f) creates unnecessary, duplicative
and wasteful expenses for companies
engaged in interstate commerce and
upon persons wishing to use the
national securities exchanges.

72. The Take-Over Act is invalid and unconstitutional

because it places a substantial burden on interstate commerce

which outweighs any putative local benefits, in violation of the

Commerce Clause, Art. I, Sec. 8, cl. 3, of the United States

Constitution.

73. Plaintiffs have no adequate remedy at law.

The Take-Over Act Violates the Supremacy
Clause of the United States Constitution
and Section 28 of the Exchange Act
----------------------------------

(COUNT TWO)

74. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-73 of this Complaint as if fully rewritten

herein.

75. The Supremacy Clause, U.S. Const. Art. VI, cl. 2,

provides, in pertinent part:

This Constitution, and the Laws of the United
States which shall be made in Pursuance
thereof . . . shall be the supreme Law of the
Land; and Judges in every State shall be
bound thereby, any Thing in the Constitution
or Laws of any State to the Contrary
notwithstanding.

76. The Take-Over Act frustrates the objectives of,

and is in direct conflict with, the Exchange Act and the rules

and regulations promulgated thereunder in at least the following

respects:

(a) The Take-Over Act imposes
disclosure requirements in addition
to those required by federal law;

<PAGE>

(b) the Division may prohibit a tender
offer from proceeding and thereby
frustrate the federal scheme which
provides for each shareholder to
decide whether to accept a tender
offer;

(c) the Take-Over Act represents an
attempt to assert the legislative
power of the State of Ohio over a
subject matter over which the
federal government has developed a
comprehensive body of law; and

(d) the Take-Over Act creates the
potential for unseemly conflict
between federal and state
proceedings by permitting a state
official to halt a nationwide
tender offer based upon his
examination of materials which meet
applicable federal law.

77. By establishing policies, standards and procedures

that conflict with and are obstacles to the objectives of

Congress expressed in the Exchange Act and rules and regulations

promulgated thereunder, the Take-Over Act is invalid and

unconstitutional as applied to the Tender Offer under the

Supremacy Clause of the United States Constitution, Article VI,

Clause 2, which accords supremacy to federal law over conflicting

state law, and violates and is preempted by Section 28(a) of the

Exchange Act, 15 U.S.C. Sec. 78bb, which prohibits and preempts

state regulation that conflicts with the provisions of the

Exchange Act and the rules and regulations thereunder.

78. Plaintiffs have no adequate remedy at law.

<PAGE>

The Control Share Acquisition Act,
by virtue of
Ohio Rev. Code Sec. 1701.01(CC)(2),
Violates the Supremacy Clause of the
United States Constitution and Section 28
of the Exchange Act
-------------------

(COUNT THREE)

79. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-78 of this complaint as if fully rewritten

herein.

80. The provisions of the Control Share Acquisition

Act impairing the voting rights of the holders of certain of U.S.

Shoe's shares frustrate the objectives, and are in direct

conflict with, the Exchange Act and the rules and regulations

promulgated thereunder, in at least the following respects:

(a) Effectively imposing proxy
requirements inconsistent with
those imposed by federal law;

(b) Constituting an attempt to
assert the legislative power
of the State of Ohio over a
subject matter over which the
federal government has devel-
oped a comprehensive body of
law; and

(c) Functioning as a bar to
national tender offers by
impeding the ability to
conduct the control share
acquisition meeting so that
shareholders can decide
whether a change of control
should occur, by making it
impossible to identify
"interested shares," and
therefore making it impossible
to determine and obtain the
vote required by Ohio Rev.
Code Sec. 1701.831(E)(1).

81. By establishing policies, standards and procedures

that conflict with and are obstacles to the objectives of

Congress expressed in the Exchange Act and the rules and

28
<PAGE>

regulations promulgated thereunder, Ohio Rev. Code Sec.

1701.831(E)(1), by virtue of Ohio Rev. Code Sec. 1701.01(CC)(2),

is invalid and unconstitutional as applied to the Tender Offer

under the Supremacy Clause of the United States Constitution,

Article VI, Clause 2, which accords supremacy to federal law over

conflicting state law, and violates and is preempted by Section

28(a) of the Exchange Act, 15 U.S.C. Sec. 78bb, which prohibits

and preempts state regulation that conflicts with the provisions

of the Exchange Act and the rules and regulations thereunder.

The Control Share Acquisition Act,
by virtue of
Ohio Rev. Code Sec. 1701.01(CC)(2),
Creates an Unlawful Burden
on Interstate Commerce
----------------------

(COUNT FOUR)

82. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-81 of this Complaint as if fully rewritten

herein.

83. The Control Share Acquisition Act, by virtue of

Ohio Rev. Code Sec. 1701.01(CC)(2), was intended to discourage

trading in securities of target companies after the announcement

of a tender offer by limiting the voting rights of certain

purchasers. It was intended to disrupt the national secondary

market in securities, a market generally regulated by federal,

not state law. The provision effectively discourages the

purchase of shares of widely held public companies after

announcement of a tender offer.

84. The Control Share Acquisition Act, by virtue of

Ohio Rev. Code Sec. 1701.01(CC)(2), is invalid, unconstitutional,

null and void because it places a substantial burden on

interstate commerce that outweighs any putative local benefits,

in violation of the Commerce Clause, art. I, Sec. 8, cl. 3 of the

United States Constitution.

<PAGE>

85. Plaintiffs have no adequate remedy at law.

The Control Share Acquisition Act,
by virtue of
Ohio Rev. Code Sec. 1701.01(CC)(2),
Violates the Due Process and
Obligations of Contract Clauses of the
United States and Ohio Constitutions
------------------------------------

(COUNT FIVE)

86. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-85 of this Complaint as if fully rewritten

herein.

87. Article Fourth of U.S. Shoe's Amended Articles of

Incorporation provides that "(a)ll shares of any particular

series shall rank equally and be identical in all respects . . ."

and that "(e)ach outstanding Common Share . . . shall entitle the

holder thereof to one vote on each matter properly submitted to

the shareholders for their vote, consent, waiver, release

or other action, subject to the provisions of law from time to

time in effect with respect to cumulative voting."

88. The express terms of the shares set forth in U.S.

Shoe's Amended Articles of Incorporation, particularly the right

to vote, constitute a contract between U.S. Shoe and its

shareholders and a property right of shareholders.

89. Ohio Rev. Code Sec. 1701.01(CC)(2) impairs the

voting rights of certain shares in violation of Article Fourth

and the contractual and property rights of U.S. Shoe shareholders.

<PAGE>

90. Section 10, Article I of the United States

Constitution, and Section 28, Article II of the Ohio Constitution

prohibit the Ohio General Assembly from passing any "laws

impairing the obligation of contracts."

91. The Control Share Acquisition Act, by virtue of

Ohio Rev. Code Sec. 1701.01(CC)(2), violates Section 10, Article

I of the United States Constitution, Section 28, Article II of

the Ohio Constitution by impairing the obligations of U.S. Shoe's

contract with its shareholders, and the due process clause of the

Fourteenth Amendment to the United States Constitution by

depriving U.S. Shoe's shareholders of property interests without

due process of law.

92. Plaintiffs have no adequate remedy at law.

The Poison Pill Plan Violates
Ohio Rev. Code Chapter 1701
---------------------------

(COUNT SIX)

93. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-92 of this Complaint as if fully rewritten

herein.

94. The Rights created by the Poison Pill Plan are

rights to receive a dividend in cash, property or securities

pursuant to Ohio Rev. Code Sec. 1701.33.

95. The Poison Pill Plan excludes shares held by a

holder of 20% or more of U.S. Shoe's outstanding Common Shares

from the dividend created, and therefore the Poison Pill Plan

violates Ohio Rev. Code Sec. 1701.33.

96. The Poison Pill Plan grants options to purchase

Common Shares in the event of a flip-in, and is invalid because

U.S. Shoe does not have sufficient authorized but

<PAGE>

unissued Common Shares to satisfy exercise of the Rights, in

violation of Ohio Rev. Code Sec. 1701.16.

97. The amount of dividend U.S. Shoe would be required

to pay under the Poison Pill Plan would create an unlawful

disposition of all of U.S. Shoe's assets in violation of Ohio

Rev. Code Sec. 1701.76 or a voluntary dissolution of U.S. Shoe

without requisite shareholder approval in violation of Ohio Rev.

Code Sec. 1701.86.

98. Plaintiffs have no adequate remedy at law.

Failure by U.S. Shoe's Directors to Redeem
its Poison Pill Violates their Fiduciary Duties
-----------------------------------------------

(COUNT SEVEN)

99. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-98 of this Complaint as if fully rewritten

herein.

100. Luxottica Acquisition's Tender Offer offers a

substantial premium to U.S. Shoe's stockholders for their stock,

and contains no threat or coercion of any kind to U.S. Shoe or to

U.S. Shoe's stockholders. The Tender Offer treats all U.S. Shoe

shareholders equally and allows them to decide for themselves

whether to accept the benefits of the premium offer.

101. The purported purpose of the Poison Pill Plan is

to protect U.S. Shoe's shareholders. Luxottica Acquisition's all

cash, all shares premium offer does not imperil U.S. Shoe's

shareholders in any way. Thus, the Poison Pill Plan cannot

legitimately be used to block the Tender Offer and, accordingly,

U.S. Shoe's Board of Directors have fiduciary duties under Ohio

law to redeem the Rights to allow the Tender Offer to proceed.

<PAGE>

102. U.S. Shoe's Board of Directors has refused and

likely will continue to refuse to redeem the Poison Pill Plan as

necessary to allow Plaintiffs' premium Tender Offer to proceed to

completion.

103. U.S. Shoe's refusal to redeem the Rights denies

U.S. Shoe's shareholders the right freely to consider the Tender

Offer on its merits and to accept the Tender Offer if they choose

to do so.

104. Plaintiffs have no adequate remedy at law.

Failure by U.S. Shoe's Directors Who Are Not
--------------------------------------------
Officers of U.S. Shoe To Approve
--------------------------------
The Tender Offer Violates Their Fiduciary Duties
------------------------------------------------

(COUNT EIGHT)
-----------

105. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-104 of this Complaint as if fully rewritten

herein.

106. Under the terms of the Poison Pill Plan, the Plan

does not apply to a tender offer if a majority of the directors

of U.S. Shoe who are not officers of the Corporation determine

that the offer is in the best interest of the Corporation and its

shareholders.

107. Luxottica Acquisition's Tender Offer offers a

substantial premium to U.S. Shoe's shareholders for their stock,

and contains no threat or coercion of any kind to U.S. Shoe or to

U.S. Shoe's shareholders. The Tender Offer treats all U.S. Shoe

shareholders equally and allows them to decide for themselves

whether to accept the benefits of the premium offer. Accordingly,

the Tender Offer is in the best interest of U.S. Shoe and its

shareholders, and U.S. Shoe's Directors who are not officers have

a fiduciary duty to approve the Tender Offer and thereby render

the Poison Pill Plan inapplicable to the Tender Offer.

<PAGE>

108. The members of U.S. Shoe's Board of Directors who

are not officers of the Corporation have failed to determine that

the Tender Offer is in the best interest of the Corporation and

its shareholders.

109. The failure of the members of U.S. Shoe's Board of

Directors who are not officers of the Corporation to

approve the Tender Offer and thus render the Poison Pill Plan

inapplicable denies U.S. Shoe's shareholders the right freely to

consider the Tender Offer on its merits and to accept the Tender

Offer if they choose to do so.

110. Plaintiffs have no adequate remedy at law.

Failure by U.S. Shoe
to Permit Shareholder
Avant-Garde To Inspect
Shareholder Records After
It Made A Proper Demand
-----------------------

(COUNT NINE)

111. Plaintiffs repeat and reallege the averments set

forth in paragraphs 1-110 of the Complaint as if fully rewritten

herein.

112. Plaintiff Avant-Garde is the record owner of at

least 31,375 shares of the stock of U.S. Shoe.

113. On March 7, 1995, Avant-Garde delivered to U.S.

Shoe a written demand, pursuant to Revised Code Sec. 1701.37,

to inspect and make copies or extracts of the corporate records

of shareholders of U.S. Shoe with the purpose to facilitate

communications with other shareholders of the Company regarding

the affairs of the Company and matters relating to their

interests as shareholders, including Luxottica Acquisition

Corp.'s tender offer and solicitations of requests, consents

and/or proxies for special meetings, as set forth in the demand

letter, which is attached as Exhibit A to the Second Amended

Complaint. The letter demanded a response by 1:00 p.m., March 10,

1995 or Avant-Garde would conclude that the demand had been

refused.

<PAGE>
114. On March 10, 1995, U.S. Shoe informed Avant-Garde

that it would not permit inspection and copying of its corporate

records of shareholders by Avant-Garde.

115. By refusing Avant-Garde's proper demand to

inspect and copy its shareholders records, and by unlawfully

impeding Avant-Garde's access to the records, U.S. Shoe has

violated Ohio R.C. Sec. 1701.37(C).

116. Plaintiff Avant-Garde has no adequate remedy at

law.

FAILURE BY U.S. SHOE
TO SET RECORD DATES
-------------------

(COUNT TEN)

117. On March 7, 1995, Luxottica Group and Luxottica

Acquisition submitted a written request to U.S. Shoe that its

Board of Directors fix, by 12:00 o'clock noon E.S.T. on Friday,

March 10, 1995, a record date for the 831 Special Meeting. The

directors of U.S. Shoe were further requested to fix March 17,

1995, as such record date. A copy of the request letter is

attached as Exhibit B and is incorporated herein.

118. On March 7, 1995, Luxottica Group, Luxottica

Acquisition, Avant-Garde, and certain other shareholders,

submitted a written request to U.S. Shoe that its Board of

Directors fix, by 12:00 o'clock noon E.S.T. on Friday, March 10,

1995, a record date for the determination of the holders of

common shares of U.S. Shoe entitled to execute agent designations

("Agent Designations") for the purpose of calling a special

meeting of U.S. Shoe shareholders to, among other things, remove

all of the incumbent U.S. Shoe directors and elect Plaintiffs'

nominees as the new directors and to take related actions. The

directors of U.S. Shoe were further requested to fix March 17,

1995, as such record date. A copy of the request letter is

attached as Exhibit C and is incorporated herein.

<PAGE>

119. The directors of U. S. Shoe did not respond to

the request to fix the record date for the 831 Special Meeting

and refused to fix the record date for the determination of

shareholders entitled to execute Agent Designations by 12:00

noon E.S.T. on Friday, March 10, 1995.

120. Because U. S. Shoe failed to respond to this

request to fix a record date for the determination of

shareholders entitled to notice and to vote at the 831 Special

Meeting, and because U.S. Shoe refused to fix a record date for

the determination of holders of shares entitled to execute Agent

Designations, Plaintiffs and other shareholders have set the

close of business, March 17, 1995, as the record dates for the

831 Special Meeting and the solicitation of Agent Designations.

U.S. Shoe and its Directors have failed or refused to take the

requested actions in order to impede consideration of the Tender

Offer by U.S. Shoe shareholders.

121. Plaintiffs seek a declaration by the Court that

the close of business, March 17, 1995, is the valid and effective

record date for the 831 Special Meeting and the valid and

effective record date for the solicitation of Agent Designations.

122. Plaintiffs have no adequate remedy at law.

IRREPARABLE INJURY
------------------

123. Unless temporary, preliminary and permanent

injunctive relief is granted, plaintiffs and U.S. Shoe's

shareholders will be irreparably harmed in at least the following

respects:

(a) Luxottica Acquisition faces
the difficulty of proceeding nationwide,
if there is a "summary suspension" in
Ohio, and the inability to consummate
the Tender Offer if the Division denies
permission to proceed with the Tender
Offer because it will be effectively
unable to purchase nationwide;

36
<PAGE>

(b) the confusion, delay, or
litigation resulting from any attempt to
enforce the Take-Over Act will adversely
affect Offeror Plaintiffs' ability to
purchase shares pursuant to the Tender
Offer nationwide, and could be used by
U.S. Shoe's management to frustrate the
Tender Offer and deprive U.S. Shoe
shareholders of the opportunity to
choose whether or not to tender their
shares;

(c) U.S. Shoe shareholders may be
discouraged from accepting the Tender
Offer because of uncertainty surrounding
the Take-Over Act;

(d) U.S. Shoe's shareholders will
be further subjected to corporate
governance inconsistent with their own
best interests and Luxottica Acquisition
may be unable to comply with the illegal
vote required by the Control Share
Acquisition Act;

(e) U.S. Shoe's shareholders may
be deprived of an opportunity to receive
the benefits of Offeror Plaintiffs' all
cash premium offer; and

(f) Luxottica Acquisition's ability
to consummate the Tender Offer may be
impeded as a result of U.S. Shoe's
failure to redeem the Rights or the
failure of the members of U.S. Shoe's
Board of Directors who are not officers
to approve the Tender Offer and thereby
render the Poison Pill Plan
inapplicable.

(g) U.S. Shoe's shareholders will
not have the opportunity to communicate
with Avant-Garde about the affairs of
U.S. Shoe and the Luxottica Acquisition
offer because U.S. Shoe unlawfully
restricted Avant-Garde's access to U.S.
Shoe's shareholder records.

124. Unless temporary, preliminary and permanent

injunctive relief is granted, shareholders of U.S. Shoe who

reside throughout the United States, including those residing in

the State of Ohio, may be deprived of their right freely to

consider and avail themselves of the Tender Offer and to sell

their shares to Luxottica Acquisition at the substantial premium

over market prices offered pursuant to the Tender Offer.

37
<PAGE>

WHEREFORE, plaintiffs pray that this Court:

(i) declare and adjudge that the Take-Over Act is

unconstitutional as applied to the Tender Offer;

(ii) temporarily, preliminary and permanently enjoin

defendants, their respective assigns and successors, their

directors, officers, agents, employees, attorneys, servants and

shareholders and all persons in active concert or participation

with them, from taking any actions to enforce or apply the Take-

Over Act to the Tender Offer;

(iii) declare and adjudge that Ohio Rev. Code Sec.

1701.831(E)(1), by virtue of Ohio Rev. Code Sec. 1701.01(CC)(2),

is unconstitutional as applied to the Tender Offer;

(iv) preliminarily and permanently enjoin defendants

from classifying or treating any U.S. Shoe shares as "interested

shares" pursuant to Ohio Rev. Code Sec. 1701.01(CC)(2) for pur-

poses of conducting the vote on the proposed control share acqui-

sition under Ohio Rev. Code Sec. 1701.831(E)(1);

(v) declare and adjudge that the U.S. Shoe's Poison

Pill is illegal, null and void;

(vi) declare and adjudge that U.S. Shoe's Board of

Directors is in breach of their fiduciary duties under Ohio law

for refusing to redeem the Rights;

(vii) declare and adjudge that the members of U.S. Shoe's

Board of Directors who are not officers of the Corporation are

in breach of their fiduciary duties under Ohio law for failing

to approve the Tender Offer and thereby rendering the Poison

Pill Plan inapplicable;

(viii) preliminarily and permanently enjoin U.S. Shoe

and its Board of Directors from taking any steps to enforce or

amend the Poison Pill (except to redeem the Rights);

(ix) preliminarily and permanently order U.S. Shoe and

its Board of Directors to redeem the Rights;

38
<PAGE>

(x) preliminary and permanently order the members of U.S.

Shoe's Board of Directors who are not officers of the Corporation

to approve the Tender Offer and thereby render the Poison Pill

Plan inapplicable;

(xi) preliminary and permanently order U.S. Shoe and

its Board of Directors to permit Avant-Garde, or its designated

representative, to examine and copy the Shareholder records and

to provide the records on the media requested in the March 7,

1995 Demand Letter from Avant-Garde to U.S. Shoe;

(xii) declare and adjudge that close of business,

March 17, 1995, is the valid and effective record date for the

831 Special Meeting and the valid and effective record date for

the solicitation of Agent Designations;

(xiii) award plaintiffs their costs and disbursements

in this action, including reasonable attorney's fees; and

(xiv) grant such other and further relief as the Court

may deem just and proper.

/s/ Thomas B. Ridgley
________________________________
Thomas B. Ridgley (0000910)
Trial Attorney
VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street
P.O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6229

Attorneys for Plaintiffs

OF COUNSEL:

WINSTON & STRAWN
Anthony J. D'Auria
175 Water Street
New York, New York 10038
(212) 269-2500

VORYS, SATER, SEYMOUR AND PEASE
Laura G. Kuykendall (0012591)
52 East Gay Street
P.O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400

<PAGE>

VERIFICATION
------------

MICHAEL A. BOXER, Assistant Secretary and General Counsel of
Luxottica Acquisition Corp., hereby declares, under penalty of
perjury, that he has read the foregoing Second Amended Complaint
and that the allegations contained therein are true to the best
of his knowledge, information and belief.

/s/ Michael A. Boxer
-----------------------------------
MICHAEL A. BOXER

Subscribed and sworn to before
me this 9th day of March, 1995.

/s/ John V. V. Bryan, Jr.
-------------------------------
Notary Public

JOHN V.V. BRYAN, JR.
Notary Public, State of New York
No. 4993411
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires March 16, 1996

<PAGE>

CERTIFICATE OF SERVICE
----------------------

The undersigned hereby certifies that a copy of the foregoing
Second Amended Verified Complaint for Temporary Restraining Order
and for Preliminary and Permanent Injunctive Relief and
Declaratory Judgement was served, by hand delivery, upon Michael
K. Yarbrough, Esq., Frost & Jacobs, One Columbus, Suite 1000, 10
West Broad Street, Columbus, Ohio 43215-1467; and by overnight
mail upon Joseph Dehner, Esq., Frost & Jacobs, 2500 PNC Center,
201 East Fifth Street, Cincinnati, Ohio a45201, Counsel for the
defendants The United States Shoe Corporation, Joseph H. Anderer,
Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles
S. Mechem, Jr., John L. Roy, and Phyllis S. Sewell; and by hand
delivery upon Daniel Molkoff, Esq., Assistant Attorney General,
State Office Tower, 26th Floor, Columbus, Ohio 43215, Counsel for
defendants Mark Holderman, Donna Owens, and State of Ohio, this
10th day of March, 1995.

/s/ Thomas B. Ridgley
-----------------------------------

Thomas B. Ridgley

<PAGE>

Plaintiff's Exhibit A

AVANT-GARDE OPTICS, INC.
44 Harbor Park Drive
Port Washington, New York 10050

March 7, 1995

Via Hand Delivery
-----------------

The United States Shoe Corporation
One Eastwood Drive
Cincinnati, OH 45227

Attention: Bannus B. Hudson and James J. Crowe, Esq.

Re: Demand for Shareholder Records Pursuant to
Ohio Revised Code Sec. 1701.37
------------------------------

Dear Sirs:

Avant-Garde Optics, Inc. ("Shareholder") is the record
owner of 31,375 outstanding common shares, without par value,
including the associated preference share purchase rights of The
United States Shoe Corporation, an Ohio corporation (the
"Company").

Shareholder hereby demands the right (in person, by
agent or attorney) to inspect and make copies or extracts of the
following, during usual business hours:

(A) A complete record of shareholders of the Company,
certified by its transfer agent, showing the name and address of
each shareholder and the number of shares and associated rights
registered in the name of each shareholder, as of (i) the most
recent date available and (ii) the record date to be fixed
pursuant to the letter addressed to the Company included as
Exhibit A hereto, for the determination of Company shareholders
entitled to execute certain agent designations as set forth in
said Exhibit A, and (iii) the record date to be fixed for the
special meeting of Company shareholders to be held pursuant to
Section 1701.831 of the Ohio Revised Code (the "ORC") by reason
of the delivery to the Company by Luxottica Acquisition Corp. and
Luxottica Group S.p.A. of an "Acquiring Person Statement" [as
defined in Section 1701.01(BB) of the ORC] on March 3, 1995, the
fixing of which record date has been requested pursuant to the
letter addressed to the Company and included as Exhibit B hereto
(said two record dates, collectively, the "Record Dates").

(B) Separate magnetic computer tape records of the
shareholders of the Company as of the most recent date available
and as of each of the Record Dates, showing the name and address
of and the number of shares and associated rights held by each
shareholder, such computer processing data as are necessary to
make use of each such magnetic tape, and a printout of each such
magnetic computer tape for verification purposes.

<PAGE>

The United States Shoe Corporation
March 7, 1995
Page 2

(C) All transfer sheets showing changes in each record
of shareholders of the Company referred to in paragraph (A) above
which are in or come into the possession or control of the
Company or its transfer agent after the dates of each such record
until the conclusion of the Tender Offer referred to below.

(D) All information in the Company's possession or
control, or which can reasonably be obtained from nominees of any
central certificate depository system, concerning the number and
identity of the actual beneficial owners of shares of the
Company, including a breakdown of any shareholders in the name of
Cede & Co., Kray & Co., Philadep, DLJ, and other similar
nominees.

(E) Lists as of the dates of each record of
shareholders referred to in paragraph (A) above of all
shareholders owning 1,000 or more shares arranged in descending
order.

(F) Weekly or daily participant listings.

(G) A list or lists and a magnetic computer tape
containing names, addresses, and number of shares of non-
objecting beneficial owners of shares.

(H) A "stop" list or lists relating to shares of the
Company.

(I) A list or lists and a magnetic computer tape
containing the names, addresses, and number of shares
attributable to participants in any employee share ownership or
comparable plan of the Company in which the voting of shares held
by such plan is made, directly or indirectly, by the participants
in said plan, together with a list or lists and a magnetic
computer tape of participants in any dividend reinvestment or
purchase plan of the Company.

Shareholder demands that modifications, additions to or
deletions from any and all information referred to in paragraphs
(A) through (I) above from the date of any such information to
and including the conclusion of the Tender Offer commenced
March 3, 1995 by Luxottica Acquisition Corp. be immediately
furnished to Shareholder statute. The purpose of this demand is
to facilitate communications with other shareholders of the
Company regarding the affairs of the Company and matters relating
to their interests as shareholders, including (i) Luxottica
Acquisition Corp.'s cash tender offer for all outstanding shares
of the Company, (ii) communications with other shareholders
regarding a meeting thereof under 1701.831 of the Ohio Revised
Code, and (iii) communications with other shareholders regarding
solicitations of requests, consents and/or proxies in respect of
special meetings of the shareholders of the Company.

<PAGE>

The United States Shoe Corporation
March 7, 1995
Page 3

Shareholder will bear the reasonable costs of the
Company in connection with the production of the records
requested and will promptly reimburse the Company for any such
costs incurred.

Shareholder hereby designates and authorizes Winston &
Strawn and Vorys, Sater, Seymour and Pease, their partners and
employees and any other persons designated by them or by
Shareholder, acting singly or in any combination, to conduct the
requested inspection, extracting and copying.

Please advise Jonathan Goldstein, Esq. of Winston &
Strawn, 175 Water Street, New York, New York 10038, (212) 858-
6714 when and where the requested information will be available
to Shareholder. If Mr. Goldstein does not hear from you by 1:00
P.M. E.S.T., March 10, 1995, Shareholder will conclude that the
Company has refused this demand and other proper steps will be
taken to confirm and enforce Shareholder's right to the requested
records.

Please acknowledge receipt of this letter by signing
and dating the enclosed copy of this letter in the place
indicated below and returning it to the waiting representative of
Vorys, Sater, Seymour and Pease.

Very truly yours,

AVANT-GARDE OPTICS, INC.

By: /s/ Michael A. Boxer
-------------------------------

Name: Michael A. Boxer
Title: General Counsel and
Director of Business
Affairs

<PAGE>

The United States Shoe Corporation
March 7, 1995
Page 4

Receipt acknowledged by:

The United States Shoe Corporation

By: /s/ James J. Crowe
-----------------------------

Name: J. J. Crowe
---------------------------

Title: Secretary
---------------------------

Date: 3/8/95
---------------------------

<PAGE>

Plaintiff's Exhibit B

Luxottica Group S.p.A. Luxottica Acquisition Corp.
Via Valcozzena 10 1209 Orange Street
32021 Agordo (Belluno), Wilmington, Delaware 19801
Italy c/o The Corporation Trust Company

March 7, 1995

VIA HAND DELIVERY
-----------------

The United States Shoe Corporation
Attn:Mr. Bannus Hudson and
the Board of Directors
One Eastwood Drive
Cincinnati, OH 45227

Re: Record Date for Special Meeting
Under Ohio Revised Code Sec. 1701.831
-------------------------------------

Ladies and Gentlemen:

Luxottica Acquisition Corp. ("Purchaser") and Luxottica
Group S.p.A. ("Luxottica") have commenced a tender offer for all
outstanding Common Shares, without par value, and associated
preference share purchase rights of The United States Shoe
Corporation (such rights together with such Common Shares, the
"Shares") for $24.00 net per Share in cash, subject to the terms
and conditions described in Purchaser's Offer to Purchase dated
March 3, 1995, and the related Letter of Transmittal, as the same
may be amended from time to time (the "Offer"). In connection
with the Offer and as required by Section 1701.831 ("Section
831") of the Ohio Revised Code (the "ORC"), Purchaser and
Luxottica have delivered to The United States Shoe Corporation
("U.S. Shoe") an "Acquiring Person Statement" (as defined in
Section 1701.01(BB) of the ORC) on March 3, 1995.

Accordingly, Divisions (C) and (D) of Section 831,
taken together, require that (i) on or before March 13, 1995, the
Board of Directors of U.S. Shoe call a special meeting of its
shareholders (the "Special Meeting") for the purpose of voting on
Purchaser's proposed acquisition of shares pursuant to the Offer
and (ii) notice of the Special Meeting be given as promptly as
reasonably practicable by U.S. Shoe to all shareholders of record
as of the record date set for the Special Meeting.

<PAGE>

The United States Shoe Corporation
March 7, 1995
Page 2

Purchaser and Luxottica hereby request that the Board
of Directors of U.S. Shoe fix, within the period ending 12:00
Noon E.S.T., on Friday, March 10, 1995, a record date for the
determination of shareholders of U.S. Shoe entitled to notice of
and to vote at the Special Meeting. Purchaser and Luxottica
further request that the Board of Directors of U.S. Shoe fix the
close of business on Friday, March 17, 1995, as the Record Date,
believing that to be a reasonable choice for the Record Date,
selected in good faith.

Please advise our counsel, Jonathan Goldstein, Esq. of
Winston & Strawn, 175 Water Street, New York, New York 10038,
telephone number 212-269-2500, telecopier number 212-858-4700, on
or before 1:00 p.m. E.S.T., on March 10, 1995, of the action
taken by the Board of Directors of U.S. Shoe in response to this
request.

Luxottica Group S.p.A.

By: /s/ Claudio Del Vecchio
-------------------------------
Claudio Del Vecchio
Managing Director

Luxottica Acquisition Corp.

By: /s/ Claudio Del Vecchio
-------------------------------
Claudio Del Vecchio
President

<PAGE>

Plaintiff's Exhibit C

Luxottica Acquisition Corp. Luxottica Group S.p.A.
1209 Orange Street Via Valcozzena 10
Wilmington, Delaware 19801 32021 Agordo (Belluno), Italy
c/o The Corporation Trust Company

Avant-Garde Optics, Inc.
44 Harbor Park Drive
Port Washington, New York 11050

VIA HAND DELIVERY
-----------------

The United States Shoe Corporation March 7, 1995
Attn:Mr. Bannus Hudson and
the Board of Directors
One Eastwood Drive
Cincinnati, OH 45227

Re: Record Date for Shareholders' Appointment of
Designated Agents to Call a Special Meeting
--------------------------------------------

Ladies and Gentlemen:

Luxottica Acquisition Corp. ("Purchaser") and Luxottica
Group S.p.A. ("Luxottica") have commenced a tender offer for all
outstanding Common Shares, without par value, and associated
preference share purchase rights of The United States Shoe
Corporation (such rights together with such Common Shares, the
"Shares") for $24.00 net per Share in cash, subject to the terms
and conditions described in Purchaser's Offer to Purchase, dated
March 3, 1995, and the related Letter of Transmittal, as the same
may be amended from time to time (the "Offer"). In connection
with the Offer, Purchaser and Luxottica intend to solicit and
obtain from holders of the Shares certain agent designations (the
"Agent Designations") sufficient to authorize the call of a
special meeting of such shareholders and related actions.

Claudio Del Vecchio, Debra Del Vecchio, and Avant-Garde
Optics, Inc. (the "Shareholders") are the owners of Shares.
Claudio Del Vecchio and Avant-Garde Optics, Inc. are affiliates
of Purchaser and Luxottica. Debra Del Vecchio is the wife of
Claudio Del Vecchio. At the request of Purchaser and Luxottica,
and in order to initiate the obtaining of the Agent Designations,
the Shareholders have taken action to execute Agent Designations
and have delivered the same to Purchasers and Luxottica.

<PAGE>

The United States Shoe Corporation
March 7, 1995
Page 2

The Shareholders, together with Purchaser and
Luxottica, hereby request that the directors of The United States
Shoe Corporation (the "Company") fix, within the period ending at
12:00 o'clock Noon, E.S.T., on Friday, March 10, 1995, a record
date for the determination of holders of the Shares entitled to
execute Agent Designations (the "Record Date"). The
Shareholders, together with Purchaser and Luxottica, further
request that the directors of the Company fix the close of
business on March 17, 1995, as the Record Date, believing that to
be a reasonable choice for the Record Date, selected in good
faith.

The Shareholders, Purchaser and Luxottica request the
favor of your advice, on or before 1:00 P.M., E.S.T., on Friday,
March 10, 1995, as to the date fixed by the directors of the
Company as the Record Date, which advice should be directed to
Michael A. Boxer, Esq., General Counsel to Avant-Garde Optics,
Inc., by facsimile transmission to him at (516) 484-9010. If the
requested advice as to the Record Date is not so received by
Mr. Boxer by such time, the Shareholders, Purchaser and Luxottica
will assume that the Record Date has not been fixed by the
directors of the Company.

Very truly yours,

/s/ Claudio Del Vecchio Luxottica Group S.p.A.
----------------------------- Luxottica Acquisition Corp., and
Claudio Del Vecchio, Avant-Garde Optics, Inc.
an Individual

/s/ Debra Del Vecchio By: /s/ Claudio Del Vecchio
------------------------ ---------------------------
Debra Del Vecchio Claudio Del Vecchio, their
an Individual authorized representative

EXHIBIT (g)(5)

IN THE UNITED STATES
DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

LUXOTTICA GROUP S.p.A., et al. :
-----

Plaintiffs, :

vs. : Civil Action No. C2-95-244

THE UNITED STATES SHOE : Judge James L. Graham
CORPORATION, et al.
-----
:
Defendants.
:
MOTION OF PLAINTIFF AVANT-GARDE
FOR A HEARING AND AN ORDER TO SHOW CAUSE
----------------------------------------

Upon the attached Affidavit and for the reasons stated in the attached

memorandum, plaintiff Avant-Garde moves the Court for an order convening a

prompt hearing and ordering defendant The United States Shoe Corporation ("U.S.

Shoe") to show cause, if any it has, why an order should not be entered

requiring U.S. Shoe forthwith to present, at the offices of U.S. Shoe and during

reasonable business hours, all U.S. Shoe's records of shareholders, as described

in attached Exhibit A, for examination and copying by plaintiff in accordance

with Ohio Rev. Code Sec. 1701.37(C).

Respectfully submitted,

/s/ Thomas B. Ridgley
__________________________________
Thomas B. Ridgley (0000910)
Trial Attorney

VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6229

Attorneys for Plaintiff Avant-Garde

<PAGE>

OF COUNSEL:

WINSTON & STRAWN
Anthony J. D'Auria
175 Water Street
New York, New York 10038
(212) 269-2500

VORYS, SATER, SEYMOUR AND PEASE
Laura G. Kuykendall (0012591)
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400

MEMORANDUM IN SUPPORT OF MOTION
FOR A HEARING AND AN ORDER TO SHOW CAUSE
----------------------------------------

This motion is brought by plaintiff Avant-Garde, a record shareholder

of defendant U.S. Shoe, to enforce its right to examine and make copies of all

U.S. Shoe's records of shareholders in accordance with Ohio Revised Code

Sec. 1701.37(C).

Having prima facie established its right under the Ohio statute by the

attached affidavit, Avant-Garde is entitled to an order convening a hearing at

which U.S. Shoe may show cause, if any it has, for its refusal to accord Avant-

Garde its plain right to inspect and to copy U.S. Shoe's records of

shareholders.

I. STATEMENT OF FACTS
------------------

U.S. Shoe is a publicly-owned corporation incorporated under the laws

of Ohio. Avant-Garde is the record holder of 31,375 shares of the common stock

of U.S. Shoe. On March 7, 1995, Avant-Garde delivered to U.S. Shoe a written

demand to inspect and copy the corporation's records of shareholders. (See
---

attached Exhibit A). Since that time U.S. Shoe has refused, and continues to

refuse, to permit Avant-Garde to examine and copy these records. (See Affidavit
---

-2-

<PAGE>

of Thomas B. Ridgley, attached as Exhibit B.)

II. ARGUMENT
--------

A. U.S. Shoe Should Be Required To Show Cause Why It Should Not
------------------------------------------------------------
Be Compelled To Perform Its Mandatory Duty Immediately
------------------------------------------------------

Diversity of citizenship exists between Avant-Garde and U.S. Shoe, and

the amount in controversy exceeds the sum of $50,000, exclusive of interest and

costs, thereby vesting this Court with jurisdiction pursuant to 28 U.S.C.

Sec. 1332. The Court also has remedial jurisdiction, both to compel U.S. Shoe

to produce its records of shareholders and to declare the rights of the parties.

Stern v. South Chester Tube Co., 390 U.S. 606 (1968); Mobil Corp. v. Marathon
-------------------------------- ------------------------

Oil Co., Civil Action No. 2-81-1262 (unreported order of November 17, 1981)
--------

(copy attached as Exhibit C.)

Section 1701.37(C) of the Ohio Revised Code imposes a duty on all

publicly-owned corporations incorporated in Ohio to provide to their

shareholders the opportunity to examine and make copies of the corporation's

records of shareholders for any appropriate reason. The statute provides:

Any shareholder of the corporation, upon written demand
stating the specific purpose thereof, shall have the right
to examine in person or by agent or attorney at any
reasonable time and for any reasonable and proper purpose,
the articles of the corporation, its regulations, its books
and records of account, minutes, and records of shareholders
aforesaid, and voting trust agreements, if any, on file with
the corporation, and to make copies of extracts thereof.

The statute imposes upon U.S. Shoe a clear, mandatory duty to provide

access to the corporation's records of shareholders whenever the following three

conditions have been met: (1) the party demanding access is a shareholder of

the corporation; (2) a written demand to examine the corporate records of

shareholders has been made; and (3) the written demand states the specific

purpose for which it is made.

-3-

<PAGE>

No objection can be made by U.S. Shoe to the shareholder status of

Avant-Garde or to the fact that Avant-Garde made written demands for all U.S.

Shoe's records of shareholders on March 7, 1995. Nor can U.S. Shoe object to

the clearly expressed purpose stated by Avant-Garde in its written demands to

obtain the names, addresses and holdings of other shareholders with whom Avant-

Garde seeks to communicate. Avant-Garde's demand states that its purpose is "to

facilitate communications with other shareholders of the Company regarding the

affairs of the Company and matters relating to their interests as shareholders,

including" the Luxottica tender offer and solicitations of requests, consent

and/or proxies for special meetings. The propriety of such a purpose is

universally recognized in Ohio and elsewhere.

In Lake v. Buckeye Steel Castings Co., 2 Ohio St. 2d 101 (1965), a
------------------------------------

shareholder sought shareholder records for the purpose of "obtain[ing] the

names, addresses and holdings of other shareholders with whom I may desire to

communicate regarding the affairs of the corporation." Id. at 101-102. The
--

court held that the stated purpose was a reasonable and proper one:

It has long been the general rule in this country that is
not necessary that there should be any particular dispute to
entitle a shareholder to exercise the right of inspection.
Nothing more is required than that, acting in good faith for
the protection of the interest of the corporation and his
own interest, he desires to ascertain the condition of the
corporation's business.

Id. at 104 (citations omitted).
--

The Lake court further held that the effect of a demand that is not on
----

its face made for an improper or unreasonable purpose is to shift the burden to

the defendant corporation to show that the actual purpose for which the

shareholder seeks the corporate records of shareholders is an improper and

unreasonable one. Quoting from the Committee Comment to Ohio Revised Code

Sec. 1701.37(C), the court stated:

-4-

<PAGE>

[T]he shareholder who furnishes the proper written statement
will be presumed to be acting in good faith and the
corporation will have the burden of rebutting that
presumption by proving that his actual purpose is
unreasonable or improper.

Id. at 105.
---

The presumptive right of a shareholder, upon written demand stating

the specific purpose of his demand, to inspect and copy the records of

shareholders was reaffirmed in Celina Mutual Insurance Co. v. American Druggists
-------------------------------------------------

Insurance Co., 52 Ohio App. 2d 304 (1977). Celina was the first instance in
------------- ------

which an Ohio court dealt with the propriety of a request for records of

shareholders made by a shareholder who had expressed an interest in acquiring

more shares of the company. Following a discussion of the variety of purposes

previously pronounced proper in the case law, the court held that the

shareholder's contemplation of an acquisition was not evidence of an improper or

unreasonable purpose. The court stated:

Synthesizing these cases we deduce that a shareholder's
purpose in obtaining the list of shareholders can be his own
interest, profit or advantage and can be to place before his
fellow shareholders a proposition disapproved by the company
management which he believes to be in their interest as well
as his own.

* * * *

Using these tests we conclude that the fact
Celina looked forward to a possible merger,
consolidation or acquisition of ADI was not
evidence of an improper or unreasonable
purpose within the meaning and intent of
R.C. 1701.37(C).

Id. at 309.
--

Likewise, in Mintz v. Lorain County Sav. & Trust Co.,
-----------------------------------------

Slip Opinion, C.A. No. 2790 (Lorain Cty. Ct. App. 1978) (copy

attached as Exhibit D), the court held that a shareholder

demanding shareholder records for the purpose of communicating

-5-

<PAGE>

with other shareholders to determine what method to use to gain

control of the company and to communicate with them while making

a tender offer or soliciting proxies or both was in compliance

with O.R.C. 1701.37(C).

Myriad decisions from other states acknowledge that the

intent of purchasing additional shares of the corporation or

soliciting proxies for meetings does not constitute an improper

or unreasonable purpose. See, e.g., Davey v. Unitil Corp., 585
--- ---- ----------------------

A.2d 858 (S.Ct. N.H. 1991) (stockholder sought to encourage other

stockholders to tender their shares); Western Pacific Industries,
---------------------------

Inc. v. Liggett & Myers, Inc., 310 A.2d 669 (Del. Ch. 1973)
--------------------------------

(common stockholder sought to attain board representation by

purchasing additional shares of common and preferred stock);

Florida Telephone Corp. v. State, 111 So.2d 677 (Fla. Dist. Ct.
---------------------------------

App. 1959) (shareholder sought to gain control of corporation by

purchasing additional stock); Crouse v. Rogers Park Apartments,
----------------------------------

Inc., 343 Ill. App. 319, 99 N.E.2d 404 (1951) (minority
----

shareholder sought to submit a stock purchase offer in

competition with offer of 70% owner of the corporation); Hanrahan
--------

v. Puget Sound Power & Light Co., 332 Mass. 586, 126 N.E.2d 499
---------------------------------

(1955) (solicitation of proxies to obtain management that favored

proposed merger); Nationwide Corp. v. Northwestern National Life
----------------------------------------------

Insurance Co., 251 Minn. 255, 87 N.W.2d 671 (1958) (solicitation
-------------

of proxies to elect new management); Morris v. United Piece Dye
---------------------------

Works, 137 N.J.L. 262, 59 A.2d 660 (1948) (proposed plan of
-----

recapitalization); Fears v. Cattlemen's Investment Co., 483 P.2d
-----------------------------------

724 (Okla. 1971) (solicitation of proxies to gain control).

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<PAGE>

When faced with the issue of whether to provide access

to shareholder lists to a shareholder making a tender offer, the

courts have, without exception, rejected the makeweight arguments

interposed by defendants in an attempt to impede the flow of

valuable information concerning the corporation to its

shareholders. See, e.g., Davey v. Unitil Corp., 585 A.2d 858
--- ---- ----------------------

(S.Ct. N.H. 1991) (Rejecting target's argument that shareholder

records demand was for improper purpose because tender offer was

grossly inadequate); Mesa Petroleum Co. v. Aztec Oil & Gas
-------------------------------------------

Company, 406 F. Supp. 910 (N.D. Tex. 1976); Alex, Brown & Sons v.
------- ---------------------

Latrobe Steel Co., 376 F. Supp. 1373 (W.D. Pa. 1974); NVF Company
----------------- -----------

v. Sharon Steel Corp., 294 F. Supp. 1091 (W.D. Pa. 1969); Crane
--------------------- -----

Co. v. Anaconda Company, 39 N.Y.2d 14, 346 N.E.2d 507 (1976).
------------------------

See also Applied Digital Data Systems, Inc. v. Milgo Electronic
--- ---- --------------------------------------------------------

Corp., 425 F. Supp. 1163 (S.D.N.Y. 1977).
-----

B. U.S.Shoe Must Provide Avant-Garde With All
---------------------------------------------
Reasonably Available Shareholder Information,
---------------------------------------------
Including Information Which Is Not Held In
---------------------------------------------
The Form Of A "Traditional" Shareholder List
--------------------------------------------

Avant-Garde is entitled to more than merely a

"shareholder list." Avant-Garde is entitled to any and all

information that U.S. Shoe may have or can reasonably obtain that

in any way identifies U.S. Shoe shareholders and their respective

holdings. Such disclosure by U.S. Shoe is necessary in order to

allow Avant-Garde to communicate with U.S. Shoe shareholders on a

basis equal to that of the incumbent U.S. Shoe management.

As the case law recognizes, because of modern

technology and the large numbers of investors who deal in

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<PAGE>

publicly traded stock, it is not unusual for a corporation to

record and retain shareholder data on magnetic computer tapes.

Nor is it uncommon for such companies to maintain transfer sheets

and weekly or daily participant listings that show changes in the

daily acquisition or disposition of a company's shares. "Stop"

lists and lists of shares attributable to participants in

employee share ownership plans are also routinely maintained.

It is also commonplace today for publicly traded stock

to be held in a central certificate depository system ("CCDS").

A CCDS holds stock that is beneficially owned by its customers in

"street names" such as "CEDE & Co." and "DLJ," among others, in

order to facilitate trading in the stock. Moreover, other

outside agencies also maintain records regarding the beneficial

owners ("NOBO's") of the company's stock. A company's management

has access to such information, whether held by CCDS or other

such agencies.

Avant-Garde is also entitled to this information, in

addition to the traditional shareholder list, in order to put

Avant-Garde on an equal footing with the incumbent management of

U.S. Shoe. It should be noted that Ohio Revised Code

Sec. 1701.37(C) expressly provides for inspection of shareholder

records, not simply shareholder "lists." By choosing the broader
-------

terminology, the Ohio General Assembly unmistakably evidenced its

intention to permit inspection beyond a mere list.

In Hatleigh Corp. v. Lane Bryant, Inc., 428 A.2d 350
------------------------------------

(Del. Ch. 1981), the court considered a shareholder demand for

magnetic tapes, CCDS information and daily transfer sheets.

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<PAGE>

After noting the ease with which the corporation could obtain the

information, the court stated:

Once having established a proper purpose, a
stockholder is entitled to the same lists and
data relating to stockholders as is available
to the corporation [because] to hold
otherwise would be to give the corporation an
unfair advantage in a proxy solicitation
battle.

Id. at 354-355. The court ordered the defendant to relinquish
--

the information, including any magnetic computer tapes with

shareholder information, and to supply the means by which the

shareholder could make use of the tapes.

The scope of a shareholder's right relative to magnetic

computer tapes and information from a CCDS was further considered

in Burlington Industries Inc. v. C. H. Masland and Sons,
------------------------------------------------------------

No. 86-3295 Slip Op. (E.D. Pa., June 12, 1986) (copy attached as

Exhibit E). In Burlington, the plaintiff was attempting a
----------

takeover of the defendant. The plaintiff's demand for

shareholder records included: (1) a magnetic computer tape list

and the means by which the plaintiff could make use of such tape;

(2) any and all information that reasonably might be obtained

from a CCDS; and (3) any and all information pertaining to

NOBO's. The defendant supplied a printout from its computer

tapes, but refused to provide the magnetic tapes from which the

printout was produced. The defendant refused altogether to

provide any information concerning NOBO's or shares held by a

CCDS, which collectively accounted for approximately 950,000 of

the outstanding 1,600,000 shares of the company.

The defendant in Burlington tried to justify its
----------

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<PAGE>

dereliction by claiming that certain provisions of the Williams

Act preempted the state statute which required disclosure of

shareholder information. In rejecting that claim, the court

examined the legislative history behind the Williams Act and

noted that "Congress expressed concern that it not 'tip the

balance of regulation either in favor of management or in favor

of the person making the takeover bid.'" Id. at 5 (citation
--

omitted). The court concluded by observing: "Enforcing the

shareholder's right to a copy of the shareholder list, the

magnetic tape, computer data, and central certificate depository

breakdown does not upset this balance, nor does such relief

prevent the effectuation of the goals of the Williams Act." Id.
--

See also Baron v. Strawbridge, No. 86-2474 Slip Op. (E.D. Pa.,
--- ---- ---------------------

May 13, 1986) (copy attached as Exhibit F).

Whether a shareholder was entitled to NOBO records was

considered in Shamrock Associates v. Texas American Energy Corp.,
--------------------------------------------------

517 A.2d 658 (Del Ch. 1986). The defendant had refused to

produce its NOBO information, contending that the Delaware

shareholder demand statute did not encompass that information.

The defendant further tried to distinguish between the CCDS

records and the NOBO records because, in contrast to the CCDS

shares, it had no proxy voting rights relative to the NOBO

shareholders.

The Shamrock court mandated full disclosure. The court
--------

emphasized that the purpose of the shareholder disclosure statute

was to provide a shareholder with all forms of shareholder

information available to the corporation:

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<PAGE>

[W]here, as here, the corporation has
obtained a NOBO list and is or will be using
it to solicit its stockholders in connection
with the annual meeting, plaintiff should be
allowed the same channel of communication.

Id. at 661.
--

Moreover, in a case such as this where a supra-majority

vote is required at a special meeting, it has been held that a

corporation must have a NOBO list compiled and provide it to the

requesting shareholder. In Sadler v. NCR Corp., 928 F.2d 48 (2d
-------------------

Cir. 1991), the Court held, under a New York statute analogous to

Sec. 1701.37(c), that a shareholder can require the compilation and

production of a NOBO list. The court found no distinction

between CEDE lists, which are routinely compelled, and NOBO

lists:

Since compilation of a NOBO list is a
relatively simple mechanical task, the fact
that compilation takes longer than for a CEDE
list is an insubstantial basis for
distinction. As to both sets of information,
the underlying data exist in discrete records
readily available to be compiled into an
aggregate list. Nor are the functions of the
lists significantly dissimilar. Both
facilitate direct communication with
stockholders.

Id. at 52.
---

The Court found requiring compilation particularly

appropriate since the corporation required an 80 percent vote to

replace management at a special meeting:

Thus, the shares of non-voting beneficial
owners who might oppose management if
solicited by management opponents armed with
a NOBO list are counted in favor of
management. Denying such opponents an
opportunity to contact the NOBOs is
inconsistent with the statute's objective of
seeking "to the extent possible, to place

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<PAGE>

shareholders on an equal footing with
management in obtaining access to
shareholders." (Citation omitted.) In
effect, NCR already has the votes of those
NOBOs who, for lack of solicitation, decline
to vote. As to them, NCR has all the access
it needs.

Id. at 52-53.
---

Precisely the same position exists here. A supra-

majority vote is needed at a special meeting, for which proxies

must be solicited -- a purpose properly and specifically stated

in the demand. Luxottica Group, S.p.A. and Luxottica Acquisition

Corp. are challenging the Ohio Control Share Acquisition Act and

the procedures thereunder, which have been rendered impossible by

the addition of Sec. 1701.01(CC)(2). Not only have the quorum and

voting requirements been rendered a sham by this provision, the

ability to solicit meaningful proxies has also been frustrated.

However, shareholders still have an undeniable right to

shareholder records to attempt the proxy solicitation process and

the request, and this Motion and Memorandum are in no way

concessions as to the practicality or possibility of meaningful

solicitations. Therefore, U.S. Shoe, like NCR, must and should

be required to obtain a NOBO list and provide it to Avant-Garde.

Avant-Garde has made a proper demand for all U.S. Shoe

shareholder records, including any: (1) record of shareholders;

(2) magnetic computer tape record of shareholders and such

computer processing data as is necessary to make use of such

tape; (3) information which can reasonably be obtained from

nominees of any CCDS; (4) NOBO lists; (5) daily transfer sheets,

and weekly or daily participant listings; (6) lists and magnetic

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<PAGE>

computer tapes regarding participants in employee share plans;

and (7) "stop lists." The law is clear that the information

sought must be provided so Avant-Garde can be on an equal basis

with U.S. Shoe management in its efforts to communicate with U.S.

Shoe shareholders. As stated in Lerman v. Diagnostic Data, Inc.,
-------------------------------

Civil Action No. 6233 Slip Op. (Del Ch. 1980) (copy attached as

Exhibit G):

[A] list of shareholders should not be
maintained one way for shareholders properly
seeking a copy of the list, and in another
way for use by the corporation, where the
effect of the difference in the two is to
give the corporation an advantage in making
contact in situations where timing can be of
critical significance.

Slip Op. at 2.

III. CONCLUSION
----------

Despite the overwhelming weight of authority discussed

above and the unequivocal mandate of Ohio Revised Code

Sec. 1701.37(C), U.S. Shoe has failed and refused to allow Avant-

Garde access to the corporation's records of shareholders.

Consequently, this Court should convene a prompt hearing and

order U.S. Shoe to show cause why an order should not be entered

for it immediately to present, at its offices during reasonable

business hours, all U.S. Shoe's records of shareholders,

including magnetic computer tapes, transfer sheets, CCDS and NOBO

information, for examination and copying by Avant-Garde.

Respectfully submitted,

/s/ Thomas B. Ridgley
___________________________________
Thomas B. Ridgley (0000910)
Trial Attorney

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<PAGE>

VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6229

Attorneys for Plaintiff

OF COUNSEL:

WINSTON & STRAWN
Anthony J. D'Auria
175 Water Street
New York, New York 10038
(212) 269-2500

VORYS, SATER, SEYMOUR AND PEASE
Laura G. Kuykendall (0012591)
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400

CERTIFICATE OF SERVICE
----------------------

The undersigned hereby certifies that a copy of the

foregoing Motion of Plaintiff Avant-Garde for a Hearing and an

Order to Show Cause and Memorandum in Support of Motion was

served, by hand delivery, upon Michael K. Yarbrough, Esq.,

Frost & Jacobs, One Columbus, Suite 1000, 10 West Broad Street,

Columbus, Ohio 43215-1467, and by overnight mail upon Joseph

Dehner, Esq., Frost & Jacobs, 2500 PNC Center, 201 East Fifth

Street, Cincinnati, Ohio 45201, Counsel for the defendants The

United States Shoe Corporation, Joseph H. Anderer, Philip E.

Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B. Hudson,

Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.

Mechem, Jr., John L. Roy, and Phyllis S. Sewell; and by hand

delivery upon Daniel Molkoff, Esq., Assistant Attorney General,

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<PAGE>

State Office Tower, 26th Floor, Columbus, Ohio 43215, Counsel

for defendants Mark Holderman, Donna Owens, and State of Ohio,

this 10th day of March, 1995.

/s/ Thomas B. Ridgley
___________________________________________
Thomas B. Ridgley

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