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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
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LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
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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 Pages
The Exhibit Index is located on Page
<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. 4. 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3(b) is hereby amended to add the following:
On March 16, 1995, Mr. Claudio Del Vecchio, a Managing Director of
Parent and the Executive Vice President of Avant-Garde Optics, Inc.,
delivered the following letter to Mr. Bannus Hudson, the President and
Chief Executive Officer of the Company:
March 16, 1995
Mr. Bannus B. Hudson
President and Chief Executive Officer
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227
Dear Bannus:
In light of your Board's fiduciary obligations, we are
extremely disappointed at your rejection of our offer, which I
learned about through your press release. We remain convinced
that our proposal is superior to any alternative available to you
and do not understand why you refuse to discuss our offer
directly with us. Such a dialogue would have avoided the
misconceptions about our offer which you undoubtedly have, and
the mischaracterizations of our offer to your shareholders.
Rather than addressing each inaccuracy in your press
release, I will attempt to clarify a few key points.
1. You characterization of our offer as conditional is
ironic and misleading. One of the conditions you refer to in
your press release is the financing condition. As you must know
by reviewing the Credit Suisse commitment letter which has been
publicly filed, our offer is fully underwritten by Credit Suisse.
Credit Suisse is prepared to fund their commitment on the
expiration date of our offer. Credit Suisse is prepared to meet
with you and explain the nature of its commitment if you
desire. We also note with interest that, although you have
rejected our fully underwritten offer, you have entered into an
agreement with Nine West which appears to be conditioned on
financing.
The only other conditions we have in our offer which you
might find objectionable are solely within the control of your
Board to satisfy. All you have to do is enter into negotiations
with us and approve a transaction containing mutually agreeable
terms, and our offer would no longer be subject to the conditions
you find objectionable.
2. You have stated that you have entered into an agreement
to sell the footwear business to Nine West "as part of our
ongoing commitment to maximize shareholder value." The press
release with respect to that transaction stated that the
transaction is expected to close within 60 days. Our offer, on
the other hand, can close by the end of this month if your Board
ceases its opposition. Also, we presume that the sale is a
2
<PAGE>
taxable transaction, yet your press release nowhere indicates what
the anticipated after-tax proceeds will be to US Shoe.
Furthermore, in order for the shareholders to realize the
benefits of those after-tax proceeds, they will be dependent on
you and your Board to appropriately deploy those proceeds, a
topic as to which your press release is silent. Even if you
believe that all of this, with whatever else you might be
planning, is somehow in the best interests of your shareholders,
it is a mystery to me why you will not let your shareholders decide that
issue for themselves. If you believe your plans are better
for your shareholders than our offer, then let your shareholders
decide for themselves, by ceasing your opposition to our offer.
3. You also reiterated in your press release your previous
statement that you are evaluating strategic alternatives and have
initiated discussions with other parties in connection with such
evaluation. I believe that it is irresponsible to ignore
Luxottica - the only party that has come forward and made a
proposal to your shareholders for the entire company.
It is clear, based on your proposed sale of the footwear
division and other statements in your press release, that you
have shared and are sharing confidential information with a
number of other parties. It is a breach of your fiduciary duty
not to give us access to the same information you are giving
others. We believe we have made a generous offer for your
company. You, however, have rejected our offer as inadequate. In
such a situation, responsible fiduciaries should sit down and
attempt to explain to us why our offer is inadequate. We are more
than willing to talk with you, and believe it is your duty to provide
us with confidential information so that we can be participants
in a meaningful negotiation.
It is time for you to act in the best interest of your
shareholders and in accordance with your fiduciary obligations by
meeting with us now. Communication by press release and through
the courts is gaining your shareholders nothing. It is my
sincere hope that you will act for the benefit of all your
shareholders, and your opposition to our offer and talk to us.
We are confident that we can satisfy any concerns you may have
with respect to our offer if you discuss those concerns with us.
We are ready to meet with you immediately.
Sincerely,
/s/ Claudio del Vecchio
-----------------------------
Managing Director
cc: Board of Directors
3
<PAGE>
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 16, 1995, the Company issued a press release stating that the
Distribution Date under the Rights Agreement had been further extended until
March 30, 1995, or such later date as the Board of Directors of the Company
may determine.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following exhibit:
(a)(16) --Text of Press Release issued by Parent, dated March 16, 1995.
4
<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 16, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: March 16, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
President
5
<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.............. *
(a)(16) --Text of Press Release issued by Parent, dated March 16, 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>
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* Previously filed.
6
<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>
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* Previously filed.
7
[LUXOTTICA GROUP 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 RESPONDS TO US SHOE
-----------------------------------
(New York, USA and Milan Italy, March 16, 1995) -- Claudio Del Vecchio,
Managing Director of Luxottica Group S.p.A. (NYSE:LUX) today delivered the
following letter to the CEO of US Shoe, Bannus Hudson, in response to US
Shoe's rejection of Luxottica's cash tender offer for all US Shoe shares:
<PAGE>
44 Harbour Park Drive
Port Washington, New York 11080 USA LUXOTTICA
Phone: 516-484-3800 G R O U P
FAX: 516-484-9010
-----------------------------------------------------------------
March 16, 1995
Mr. Bannus B. Hudson
President and Chief Executive Officer
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227
Dear Bannus:
In light of your Board's fiduciary obligations, we are
extremely disappointed at your rejection of our offer, which I
learned about through your press release. We remain convinced
that our proposal is superior to any alternative available to you
and do not understand why you refuse to discuss our offer
directly with us. Such a dialogue would have avoided the
misconceptions about our offer which you undoubtedly have, and
the mischaracterizations of our offer to your shareholders.
Rather than addressing each inaccuracy in your press
release, I will attempt to clarify a few key points.
1. You characterization of our offer as conditional is
ironic and misleading. One of the conditions you refer to in
your press release is the financing condition. As you must know
by reviewing the Credit Suisse commitment letter which has been
publicly filed, our offer is fully underwritten by Credit Suisse.
Credit Suisse is prepared to fund their commitment on the
expiration date of our offer. Credit Suisse is prepared to meet
with you and explain the nature of its commitment if you
desire. We also note with interest that, although you have
rejected our fully underwritten offer, you have entered into an
agreement with Nine West which appears to be conditioned on
financing.
The only other conditions we have in our offer which you
might find objectionable are solely within the control of your
Board to satisfy. All you have to do is enter into negotiations
with us and approve a transaction containing mutually agreeable
terms, and our offer would no longer be subject to the conditions
you find objectionable.
2. You have stated that you have entered into an agreement
to sell the footwear business to Nine West "as part of our
ongoing commitment to maximize shareholder value." The press
release with respect to that transaction stated that the
transaction is expected to close within 60 days. Our offer, on
the other hand, can close by the end of this month if your Board
ceases its opposition. Also, we presume that the sale is a
<PAGE>
taxable transaction, yet your press release nowhere indicates what
the anticipated after-tax proceeds will be to US Shoe.
Furthermore, in order for the shareholders to realize the
benefits of those after-tax proceeds, they will be dependent on
you and your Board to appropriately deploy those proceeds, a
topic as to which your press release is silent. Even if you
believe that all of this, with whatever else you might be
planning, is somehow in the best interests of your shareholders,
it is a mystery to me why you will not let your shareholders decide that
issue for themselves. If you believe your plans are better
for your shareholders than our offer, then let your shareholders
decide for themselves, by ceasing your opposition to our offer.
3. You also reiterated in your press release your previous
statement that you are evaluating strategic alternatives and have
initiated discussions with other parties in connection with such
evaluation. I believe that it is irresponsible to ignore
Luxottica - the only party that has come forward and made a
proposal to your shareholders for the entire company.
It is clear, based on your proposed sale of the footwear
division and other statements in your press release, that you
have shared and are sharing confidential information with a
number of other parties. It is a breach of your fiduciary duty
not to give us access to the same information you are giving
others. We believe we have made a generous offer for your
company. You, however, have rejected our offer as inadequate. In
such a situation, responsible fiduciaries should sit down and
attempt to explain to us why our offer is inadequate. We are more
than willing to talk with you, and believe it is your duty to provide
us with confidential information so that we can be participants
in a meaningful negotiation.
It is time for you to act in the best interest of your
shareholders and in accordance with your fiduciary obligations by
meeting with us now. Communication by press release and through
the courts is gaining your shareholders nothing. It is my
sincere hope that you will act for the benefit of all your
shareholders, and your opposition to our offer and talk to us.
We are confident that we can satisfy any concerns you may have
with respect to our offer if you discuss those concerns with us.
We are ready to meet with you immediately.
Sincerely,
/s/ Claudio del Vecchio
-----------------------------
Managing Director
cc: Board of Directors
