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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE UNITED STATES SHOE CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
REVOCATION SOLICITATION STATEMENT
OF
THE UNITED STATES SHOE CORPORATION
in opposition to the solicitation by
Luxottica Group S.p.A. and Luxottica Acquisition Corp.
to call a special meeting of shareholders
This revocation solicitation, on behalf of the Board of Directors of The
United States Shoe Corporation (the "Corporation"), opposes the solicitation by
Luxottica Acquisition Corp., a Delaware corporation ("LAC"), and its parent
corporation, Luxottica Group S.p.A., a corporation organized under the laws of
the Republic of Italy ("Luxottica"), of Appointments of Designated Agents
("Agent Designations") to call a special meeting of shareholders of the
Corporation. This solicitation statement of the Corporation is being mailed to
shareholders on or about April 10, 1995.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD
AGENT DESIGNATION SENT TO YOU BY LUXOTTICA AND LAC. WHETHER OR NOT YOU HAVE
PREVIOUSLY EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE
AND RETURN THE ENCLOSED GREEN REVOCATION CARD (A "REVOCATION CARD") AS SOON AS
POSSIBLE.
BACKGROUND
On March 3, 1995, Luxottica and LAC, an indirect wholly-owned subsidiary of
Luxottica, commenced a tender offer to purchase all of the Corporation's
outstanding common shares without par value, and the associated preference share
purchase rights (collectively, the "Common Shares") for a purchase price of
$24.00 per Common Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated March 3, 1995 (the "Luxottica Offer"). As of March 30, 1995, the initial
expiration date of the Luxottica Offer, the Corporation's shareholders had
tendered approximately 1.9 million Common Shares (representing only 4.1% of the
outstanding Common Shares) to Luxottica and LAC. Luxottica and LAC have extended
the Luxottica Offer until April 13, 1995. THE CORPORATION'S BOARD OF DIRECTORS
HAS UNANIMOUSLY RECOMMENDED THAT THE SHAREHOLDERS REJECT THE LUXOTTICA OFFER AS
INADEQUATE AND NOT IN THE BEST INTERESTS OF THE CORPORATION AND ITS
SHAREHOLDERS.
In connection with the Luxottica Offer, Luxottica and LAC are providing the
Corporation's shareholders with a solicitation statement and an Agent
Designation. A shareholder's execution of an Agent Designation designates
specific persons as agents for the shareholder with authority to take all
actions necessary to convene a special meeting of shareholders of the
Corporation (the "Special Meeting"). The primary purpose of the Special Meeting
is to remove the Corporation's existing directors and fill the vacancies with
Luxottica's and LAC's nominees.
Signing and returning an Agent Designation furthers the interests of
Luxottica and LAC in pursuing the Luxottica Offer. Luxottica's and LAC's
nominees, if elected, are committed (subject to their fiduciary duties) to
ensuring that a future Board of Directors of the Corporation approves the
Luxottica Offer at a purchase price of $24.00 per Common Share, a purchase price
that the Corporation's present Board of Directors has unanimously determined is
inadequate and not in the best interests of the Corporation and its
shareholders. Unlike the Corporation's current Board of Directors, which
includes nine non-employee, independent directors among its eleven members,
following the Special Meeting the Board of Directors could be comprised only of
Luxottica's and LAC's hand-picked representatives. Neither Luxottica nor LAC has
any fiduciary obligation to protect your interests; their sole obligations are
to their own shareholders. Indeed, Luxottica and LAC have stated only one reason
for the election of their nominees: to give shareholders the opportunity to
accept their $24 offer. In contrast, the current Board of Directors has publicly
indicated that its goal is to enhance value for the Corporation's shareholders
in the near term by exploring all strategic alternatives, including the sale of
the
<PAGE> 3
Corporation, the sale of one or more of the Corporation's businesses and
negotiating with Luxottica and LAC under appropriate circumstances.
THE BOARD OF DIRECTORS THEREFORE RECOMMENDS THAT SHAREHOLDERS NOT RETURN
THE AGENT DESIGNATION REQUESTED BY LUXOTTICA AND LAC. TO STOP LUXOTTICA AND LAC
FROM USING YOUR COMMON SHARES TO FURTHER THEIR INTERESTS, THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU (1) DISCARD ANY GOLD AGENT DESIGNATION AND (2) IF YOU HAVE
ALREADY RETURNED A GOLD AGENT DESIGNATION, SIGN, DATE AND RETURN THE ENCLOSED
GREEN REVOCATION CARD AS SOON AS POSSIBLE.
No record date has been set for determining shareholders' eligibility to
call for the Special Meeting. In order to call the Special Meeting, Luxottica
and LAC must present to the Corporation's President or Secretary Agent
Designations representing at least 50% of the Corporation's Common Shares
entitled to vote thereat. Shareholders entitled to vote at the Special Meeting
will be the record holders of Common Shares on a record date that will be
established by the Corporation pursuant to applicable Ohio law. To the extent
that Common Shares are held of record by banks, brokers or other financial
intermediaries not entitled to vote such Common Shares, such Common Shares can
be represented by agents for purposes of calling the Special Meeting only upon
the direction of the person entitled to vote such Common Shares at the Special
Meeting.
LUXOTTICA'S AND LAC'S SOLICITATION OF AGENT DESIGNATIONS
Under the Ohio Revised Code and the Corporation's Regulations, shareholders
holding 50% or more of the outstanding Common Shares are entitled to call a
special meeting. Accordingly, to call and hold the Special Meeting, Luxottica
and LAC must obtain Agent Designations from shareholders holding at least 50% of
the Corporation's Common Shares. As of April 5, 1995, there were 46,787,900
Common Shares outstanding. In the event that the Corporation is presented with
such a valid written request of the holders of at least 50% of the Corporation's
Common Shares entitled to vote at the Special Meeting, the President or
Secretary of the Corporation will be obligated to cause a special meeting to be
held on a date not less than seven or more than sixty days after receipt of such
request. Luxottica and LAC have indicated that they intend to solicit Agent
Designations continuously through April 13, 1995 or any later date selected by
Luxottica and LAC.
Authorization of Call for Special Meeting
If a shareholder signs and returns an Agent Designation to Luxottica and
LAC, such shareholder authorizes Luxottica and LAC to call the Special Meeting.
The Agent Designations also provide that the agenda for the Special Meeting will
include: (1) a proposal to remove all of the incumbent directors of the
Corporation, and to elect Luxottica's and LAC's nominees to the Board of
Directors to fill the vacancies resulting from such removal; (2) a proposal to
amend the Corporation's Regulations to provide that Section 1701.831 of the Ohio
Revised Code ("Section 831"), which requires shareholder approval of a control
share acquisition, is not applicable to the Corporation, if the Corporation's
shareholders have not previously authorized the Luxottica Offer or if LAC is not
otherwise satisfied that Section 831 is inapplicable to the Luxottica Offer or
is invalid; and (3) any other matter properly coming before the Special Meeting.
Authorization of Conditional Actions
In addition, by executing an Agent Designation, a shareholder authorizes
Luxottica and LAC to set a date for the Special Meeting and to provide
shareholders with notice of the Special Meeting if the Corporation fails to fix
such date or to provide such notice. The Agent Designation also enables the
designated agents to fix the record date for any adjournment of the Special
Meeting if the designated agents have duly fixed the record date for the Special
Meeting, in accordance with the Ohio Revised Code, and to exercise any other
rights necessary for accomplishing the foregoing purposes (collectively, the
"Conditional Actions"). The designated agents, however, will not have authority
to vote the Common Shares at the Special Meeting.
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OPPOSITION PROCEDURE
To oppose Luxottica's and LAC's solicitation of Agent Designations and
their efforts to install their Board of Directors and thereby facilitate
acceptance of the Luxottica Offer at $24.00 per Common Share, which the current,
independent Board of Directors has unanimously determined to be inadequate, the
Board urges record holders of Common Shares who have already returned a GOLD
Agent Designation to sign and date the GREEN Revocation Card and return it in
the enclosed postage-paid envelope. Please discard any GOLD Agent Designation
you may receive from Luxottica and LAC. Even if you have already returned a GOLD
Agent Designation, you can vote to stop Luxottica and LAC from calling the
Special Meeting and furthering their own interests by signing, dating and
returning the GREEN Revocation Card. HOWEVER, YOU MUST ACT PROMPTLY TO BE
CERTAIN YOUR REVOCATION WILL BE EFFECTIVE. IF YOU DELAY RETURNING YOUR GREEN
REVOCATION CARD, YOUR EFFORT TO REVOKE MAY NOT BE SUCCESSFUL.
If a broker indicates on the form of proxy that it does not have
discretionary authority as to certain Common Shares to execute either a GREEN
Revocation Card or a GOLD Agent Designation, such an indication will have the
practical effect of a vote against the call for the Special Meeting with respect
to those Common Shares.
Each employee participating in The United States Shoe Corporation Tax
Incentive Savings Plan is entitled to instruct The Charles Schwab Trust Company,
as Trustee, whether to oppose or support the call for the Special Meeting with
respect to all Common Shares credited to the employee's accounts under such
plan. The Revocation Card will serve as instructions to the Trustee from such
participants. Common Shares held in the plan for which instructions are not
received by the Trustee from plan participants will be voted by the Trustee in
the same proportion as Common Shares for which the Trustee does receive
instructions.
Revocation Cards representing Common Shares held of record will include
Common Shares allocated to participants under the Dividend Reinvestment Plan for
shareholders of the Corporation and will serve as instructions to the Trustee,
as described above, if the registrations are the same. Separate mailings will be
made for different registrations.
Agent Designations on behalf of any Common Shares held in the names of a
brokerage firm, bank, bank nominee or other institution on the record date can
only be executed upon receipt of specific instructions by such brokerage firm,
bank, bank nominee or other institution. Because no action can be taken by the
persons responsible for your account unless you provide them with instructions
on whether to oppose or support the call for the Special Meeting with respect to
the Common Shares you own beneficially, we request that you not provide any
instructions to such persons.
Under the Corporation's confidential shareholder voting policy, proxies,
ballots and vote tabulations that identify the particular vote of a shareholder
are kept confidential except (i) to allow the independent inspector of election
to certify the results of the vote; (ii) as necessary to meet applicable legal
requirements, including the pursuit or defense of judicial actions; or (iii) in
the event of a proxy or consent solicitation in opposition to the Board of
Directors and management of the Corporation. Both the tabulator and the
inspector of election are independent of the Corporation, its directors,
officers and employees. Accordingly, since Luxottica and LAC are soliciting
Agent Designations in opposition to the Board of Directors and management of the
Corporation, the confidential shareholder voting policy will not apply.
REVOCATION
Either a GOLD Agent Designation or a GREEN Revocation Card may be revoked
by written notice of revocation to the Corporation. Such revocation may be in
any form, but must be signed and dated and must clearly express your intention
to revoke your previously executed Agent Designation or Revocation Card. THERE
WILL BE NO MEETING AT WHICH YOU CAN REVOKE AN AGENT DESIGNATION OR A REVOCATION
CARD. Your latest dated card will supersede any earlier-dated card, except that
a GREEN Revocation Card that would otherwise act as a revocation will be
inoperative and of no effect if delivered after the date, if any, as of which it
is determined that Luxottica and LAC have effectively called the Special
Meeting. A shareholder's revocation of
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a previously executed GOLD Agent Designation will have the effect of opposing
Luxottica's and LAC's call for the Special Meeting.
If you have any questions concerning Luxottica's and LAC's solicitation of
Agent Designations, or the Corporation's solicitation of Revocation Cards,
please contact D.F.King & Co., Inc. ("D.F. King") at 1-800-628-8528.
THE LUXOTTICA OFFER
On March 3, 1995, Luxottica and LAC commenced the Luxottica Offer. The
purpose of the Luxottica Offer is to acquire control of, and the entire equity
interest in, the Corporation. According to the Luxottica Offer, Luxottica and
LAC intend, following completion of the Luxottica Offer, to effect a merger or
similar business combination of the Corporation and LAC or another direct or
indirect wholly-owned subsidiary of Luxottica at the same price per Common Share
to be paid in the Luxottica Offer, subject to the terms and conditions described
in the Luxottica Offer. The Luxottica Offer is conditioned, among other things,
upon: shareholder approval of LAC's control share acquisition pursuant to
Section 831 or LAC's satisfaction that the provisions of Section 831 are invalid
or inapplicable to the Luxottica Offer; LAC's satisfaction that it has obtained
sufficient financing to enable it to consummate the Luxottica Offer; the
Corporation's preferred share purchase rights having been redeemed by the Board
of Directors, or LAC being satisfied that the rights have been invalidated or
are otherwise inapplicable to the Luxottica Offer and the proposed merger; and
LAC being satisfied, in its sole discretion, that after consummation of the
Luxottica Offer the restrictions contained in the Ohio Business Combination Law
will not apply to the proposed merger. Under the Ohio Business Combination Law,
if LAC were to acquire control of 10% or more of the total voting power of the
Corporation in the election of directors, and so become an "interested
shareholder", the Corporation could not engage in a "business combination"
(including the proposed merger) with LAC or any LAC affiliate for three years
after LAC became an interested shareholder. The Ohio Business Combination Law
also imposes restrictions on such transactions thereafter. The three-year
prohibition would not apply to the proposed merger if, among other things, the
Corporation's Board of Directors were to adopt a resolution approving the
proposed merger or exempting it from the Ohio Business Combination Law, by
resolution adopted before LAC becomes an interested shareholder.
RESPONSE OF THE BOARD OF DIRECTORS
At meetings of the Board of Directors held on March 8, 10, and 14-15, 1995,
the Board of Directors met with its financial and legal advisers and considered
the Luxottica Offer and various matters related thereto, including reports by
the Corporation's financial adviser, James D. Wolfensohn Incorporated
("Wolfensohn"), on the financial condition and performance and potential values
of the Corporation's three businesses; the terms and conditions of the Luxottica
Offer; progress toward the Board's objective of enhancing shareholder value,
including the after-tax consequences to the Corporation of certain transactional
alternatives, and other matters. At its March 14-15 meeting, the Board of
Directors unanimously determined that the Luxottica Offer is inadequate and not
in the best interests of the Corporation and its shareholders. ACCORDINGLY, THE
BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS REJECT THE
LUXOTTICA OFFER AND NOT TENDER THEIR COMMON SHARES PURSUANT TO THE LUXOTTICA
OFFER. The Board of Directors believes that the best means of providing value to
shareholders is to explore fully all alternatives, and has directed its
financial adviser and management to continue to do so.
In reaching its conclusions that the Luxottica Offer is inadequate and not
in the best interests of the Corporation and its shareholders, the Board of
Directors took into account numerous factors, including but not limited to:
(i) The Board's familiarity with the business, financial condition and
prospects of the Corporation and of its Women's Apparel Retailing Group,
Optical Retailing Group and Footwear Group and, as a result of the
strategic review of the Corporation's three business units and corporate
configuration which had been initiated in 1994, its previous analyses of
possible strategic alternatives to the Luxottica Offer;
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(ii) The written opinion of Wolfensohn to the effect that the
consideration offered pursuant to the Luxottica Offer is inadequate, from a
financial point of view, to the shareholders of the Corporation;
(iii) An analysis of the price offered in the Luxottica Offer as a
multiple of certain historical financial results of the Corporation and a
comparison of such price to prices paid for acquisitions of comparable
companies and to trading prices of the Common Shares;
(iv) The fact that the Luxottica Offer is subject to financing and to
numerous other conditions;
(v) The value to the Corporation and its shareholders of the
Corporation's definitive agreement, announced on March 16, 1995, to sell
the Footwear Group to Nine West Group Inc.; pursuant to the agreement, Nine
West has agreed to purchase the Footwear Group for $560 million in cash,
plus warrants to purchase 3.7 million shares of Nine West common stock at a
price of $35.50 per share at any time during the next 8.5 years; and
(vi) The interest expressed by other parties to explore potential
alternative transaction strategies.
The Corporation and Wolfensohn are continuing to explore strategic
alternatives, including the sale of the Corporation or one or more of its
remaining businesses. Wolfensohn has received inquiries from, and has initiated
discussions with, numerous parties, which are ongoing. In addition, the
Corporation's Board, as part of its ongoing exploration of alternatives to
enhance shareholder value in the near term, is providing certain non-public
information about the Corporation to Luxottica and LAC under a confidentiality
agreement.
The Corporation recognizes that the return of an Agent Designation
supporting the call of the Special Meeting is not the same as a decision to
tender your Common Shares, or to remove directors, elect directors or take other
action at the Special Meeting. The Directors recommend, however, that
shareholders not facilitate Luxottica's and LAC's current offer of $24.00 per
Common Share because the Directors are convinced that the Luxottica Offer is
inadequate, and believe that Directors who are NOT affiliated with Luxottica and
LAC are best equipped to enhance value for the Corporation's shareholders.
THE BOARD OF DIRECTORS THEREFORE RECOMMENDS THAT SHAREHOLDERS NOT RETURN
THE AGENT DESIGNATION REQUESTED BY LUXOTTICA AND LAC. TO STOP LUXOTTICA AND LAC
FROM USING YOUR COMMON SHARES TO FURTHER THEIR INTERESTS, THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU (1) DISCARD ANY GOLD AGENT DESIGNATION AND (2) IF YOU HAVE
ALREADY RETURNED A GOLD AGENT DESIGNATION, SIGN, DATE AND RETURN THE ENCLOSED
GREEN REVOCATION CARD AS SOON AS POSSIBLE.
THE RETURN OF A SIGNED REVOCATION CARD OR AGENT DESIGNATION BY A
SHAREHOLDER IS INDEPENDENT OF ANY DECISION BY SUCH SHAREHOLDER WHETHER OR NOT TO
TENDER COMMON SHARES PURSUANT TO THE LUXOTTICA OFFER. THE RETURN OF A SIGNED
REVOCATION CARD OR AGENT DESIGNATION BY A SHAREHOLDER IS ALSO INDEPENDENT OF ANY
PROXY PREVIOUSLY EXECUTED BY SUCH SHAREHOLDER IN CONNECTION WITH THE 831 SPECIAL
MEETING TO BE HELD PURSUANT TO THE OHIO CONTROL SHARE ACQUISITION ACT.
SOLICITATION OF PROXIES
In addition to solicitation by mail, directors, officers and regular
employees of the Corporation may solicit revocations in person, by telephone or
by telecopier, none of whom will receive additional compensation for such
solicitations. The Corporation also has retained D.F. King to assist it in
connection with the solicitation, at an estimated fee of $50,000, plus
reimbursement of out-of-pocket expenses. In addition, the Corporation has
retained Abernathy MacGregor Scanlon as public relations adviser to assist the
Corporation with its communications to shareholders in connection with this
solicitation, at an estimated fee of $75,000, plus reimbursement of
out-of-pocket expenses. The following officers or employees of Wolfensohn, the
Corporation's financial adviser (599 Lexington Avenue, New York, New York
10022), may also solicit Revocation Cards: Glen S. Lewy; H. Marshall Sonenshine;
and D. G. Kim. The costs of solicitation will be borne by the Corporation. As of
April 6, 1995, the Corporation has incurred approximately $115,000 in expenses
in connection with this solicitation. The Corporation estimates that it will
expend an additional $130,000 in connection with this solicitation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL SHAREHOLDERS
The following table sets forth information, as of March 3, 1995 (unless a
different date is specified in the notes to the table), with respect to (a) each
person known by the Board of Directors of the Corporation to be the beneficial
owner of more than 5% of the Corporation's outstanding Common Shares, (b) each
current director of the Corporation, (c) each of the Named Executive Officers
(as defined in Item 402(a)(3) of Regulation S-K) and (d) all directors and
executive officers of the Corporation as a group:
<TABLE>
<CAPTION>
AMOUNT AND SHARES SUBJECT
NATURE OF TO OPTIONS
BENEFICIAL EXERCISABLE PERCENT OF
SHAREHOLDER OWNERSHIP(A) WITHIN 60 DAYS CLASS(B)
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<S> <C> <C> <C>
Mellon Bank Corporation 4,678,000(c) 10.1%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Prudential Insurance 3,168,100(d) 6.8%
Company of America
Prudential Plaza
Newark, New Jersey 07102
Sasco Capital, Incorporated 2,971,200(e) 6.4%
10 Sasco Hill Road
Fairfield, Connecticut 06430
Leon G. Cooperman 2,678,100(f) 5.8%
c/o Omega Capital Partners
88 Pine Street
New York, New York 10005
Joseph H. Anderer 40,711 17,999 *
Philip E. Beekman 7,000 1,999 *
David M. Browne 155,738(g)(h) 80,250 *
Gilbert Hahn, Jr. 31,000 23,999 *
Noel E. Hord 38,000(g) 12,500 *
Roger L. Howe 21,000 1,999 *
Bannus B. Hudson 320,699(g) 177,000 *
Lorrence T. Kellar 23,006 11,999 *
Albert M. Kronick 47,999(h) 20,000 *
Thomas Laco 50,800(h) 3,999 *
Charles S. Mechem, Jr. 36,500 13,333 *
John L. Roy 40,000 23,999 *
Michael M. Searles 131,000 50,000 *
Phyllis S. Sewell 14,000 3,999 *
K. Brent Somers 101,027(g)(h) 55,000 *
All directors and executive
officers as a group (22
persons) 1,362,753(g)(h) 695,520 2.93%
</TABLE>
*Percent of class is less than 1%
(a) The Securities and Exchange Commission has defined "beneficial owner"
of a security to include any person who has or shares voting power or investment
power with respect to any such security or who has the right to acquire
beneficial ownership of any such security within 60 days. Unless otherwise
indicated, (i) the amounts owned reflect direct beneficial ownership, and (ii)
the person indicated has sole voting and investment power. Amounts shown include
the number of Common Shares subject to outstanding options under the
Corporation's stock option plans that are exercisable within 60 days.
(b) The percentages shown are calculated on the basis that outstanding
shares include Common Shares subject to outstanding options under the
Corporation's stock option plans that are exercisable by directors and officers
within 60 days.
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(c) Mellon Bank Corporation, on behalf of itself and its direct or indirect
subsidiaries, Boston Safe Deposit and Trust Company, Mellon Bank, N.A., Mellon
Capital Management Corporation, The Boston Company Advisors, Inc., The Boston
Company Asset Management, Inc. and The Dreyfus Corporation, has reported (in
Amendment No. 3 to a Schedule 13G dated March 8, 1995 and filed with the
Securities and Exchange Commission) that as of that date it had sole voting
power with respect to 3,562,000 Common Shares, shared voting power with respect
to 20,000 Common Shares, sole dispositive power with respect to 3,919,000 Common
Shares and shared dispositive power with respect to 759,000 Common Shares.
(d) The Prudential Insurance Company of America has reported (in a Schedule
13G dated February 2, 1995 and filed with the Securities and Exchange
Commission) that as of December 31, 1994 it had sole voting power and sole
dispositive power with respect to 265,600 Common Shares and shared voting power
and shared dispositive power with respect to 2,902,400 Common Shares.
(e) Sasco Capital, Incorporated has reported (in a Schedule 13G dated
February 3, 1995 and filed with the Securities and Exchange Commission) that as
of that date it had sole voting power with respect to 1,519,300 Common Shares
and beneficial ownership to direct disposition with respect to 2,971,200 Common
Shares.
(f) Leon G. Cooperman of Omega Capital Partners, L.P., Omega Institutional
Partners, L.P., Omega Overseas Partners, Ltd., Omega Overseas Partners II, Ltd.,
and Omega Advisors, Inc., has reported (in a Schedule 13D dated March 6, 1995
and filed with the Securities and Exchange Commission) that as of that date he
had sole voting power and sole dispositive power with respect to 2,014,300
Common Shares and shared voting power and shared dispositive power with respect
to 663,800 Common Shares.
(g) Includes restricted Common Shares granted under The United States Shoe
Corporation 1988 Employee Incentive Plan, which total 25,000, 7,985, 20,000 and
5,000 for Messrs. Hudson, Browne, Hord and Somers, respectively, and 57,985 for
all directors and executive officers as a group.
(h) Includes Common Shares in which the reporting person disclaims
beneficial ownership. Messrs. Browne, Kronick and Somers disclaim beneficial
ownership of 33 Common Shares, 2,000 Common Shares and 200 Common Shares,
respectively; such Common Shares are owned by their spouses. Mr. Laco disclaims
beneficial ownership of 2,800 Common Shares; such Common Shares are held in
trust for family members. Directors and executive officers as a group disclaim
beneficial ownership of 5,033 Common Shares; such Common Shares are owned by
certain executive officers' spouses.
SHAREHOLDER PROPOSALS
Proposals of security holders to be presented at the 1995 Annual Meeting of
Shareholders of the Corporation must have been in proper form and received by
the Corporation by December 22, 1994.
By Order of the Board of Directors,
JAMES J. CROWE,
Secretary
Cincinnati, Ohio
April 7, 1995
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THE UNITED STATES SHOE CORPORATION
THIS REVOCATION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IN OPPOSITION TO THE SOLICITATION OF AGENT DESIGNATIONS BY
LUXOTTICA ACQUISITION CORP. AND LUXOTTICA GROUP S.P.A.
The undersigned shareholder, acting with regard to all common shares, without
par value (the "Common Shares"), of The United States Shoe Corporation, an Ohio
corporation, owned by such shareholder, hereby REVOKES any previously executed
Agent Designation requesting the call of a special meeting of shareholders (the
"Special Meeting") and granting authority to take the Conditional Actions (as
defined in "Authorization of Conditional Actions" in the Corporation's
Revocation Solicitation Statement) described in the Solicitation Statement of
Luxottica Acquisition Corp. and Luxottica Group S.p.A, dated March 28, 1995.
This Revocation Card also constitutes instructions to The Charles Schwab Trust
Company, as Trustee, to revoke Agent Designations with respect to all Common
Shares, if any, held by such Trustee which are credited to the undersigned under
The United States Shoe Corporation Tax Incentive Savings Plan.
THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT YOU REVOKE ANY PREVIOUSLY
EXECUTED AGENT DESIGNATION REQUESTING THE CALL OF THE SPECIAL MEETING AND
GRANTING AUTHORITY TO TAKE THE CONDITIONAL ACTIONS BY PROPERLY SIGNING, DATING
AND RETURNING THIS REVOCATION CARD.
PLEASE SIGN THIS REVOCATION CARD
EXACTLY AS YOUR NAME APPEARS HEREON.
IF SIGNING AS ATTORNEY,
ADMINISTRATOR, EXECUTOR, GUARDIAN OR
TRUSTEE, PLEASE GIVE TITLE AS SUCH.
IF A CORPORATION, THIS SIGNATURE
SHOULD BE THAT OF AN AUTHORIZED
OFFICER WHO SHOULD STATE HIS OR HER
TITLE. IF A PARTNERSHIP, SIGN IN
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
Date: , 1995
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Signature
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Signature if held jointly
