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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE UNITED STATES SHOE CORPORATION
(Name of Registrant as Specified in Its Charter)
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement)
-------------------
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] 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:
Common Shares, without par value, and the associated preference share
purchase rights (the "Rights")
2) Aggregate number of securities to which transaction applies:
50,068,927 Common Shares
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $24.00
4) Proposed maximum aggregate value of transaction: $1,201,654,248
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Pursuant to, and as provided by, Rule 0-11(c), the filing fee of $240,330.85
is based upon 1/50th of 1% of the Transaction Valuation of the purchase of
50,068,927 Common Shares of the Registrant and the associated Rights at $24.00
cash per share, which number of Common Shares is equal to the sum of (i) the
number of Common Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Registrant for the quarter ended October 29, 1994 and (ii) the
number of Common Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Registrant for the fiscal year ended January 29,
1994.
[X] 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: $240,330.85
2) Form, Schedule or Registration Statement No.: Schedule 14D-1, File
No. 005-10927
3) Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
4) Date Filed: March 3, 1995
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<PAGE>
[Luxottica letterhead]
March 28, 1995
YOUR VOTE IS CRUCIAL TO OUR TENDER OFFER.
KEEP THE PRESSURE ON THE U.S. SHOE BOARD
TO NEGOTIATE IN GOOD FAITH WITH LUXOTTICA!
DEAR U.S. SHOE SHAREHOLDER:
A Special Meeting of The United States Shoe Corporation shareholders
is scheduled to be held in three weeks on April 21, 1995. Unless the owners
of a majority of the shares present at this important meeting vote "FOR"
the approval of our purchase of shares under Ohio law, WE MAY NOT BE ABLE
TO ACQUIRE U.S. SHOE AT $24 PER SHARE OR ANY OTHER PRICE UNDER OUR TENDER OFFER.
The accompanying proxy statement describes in detail the requirements
of voting at the "831 Special Meeting."
* VOTING FOR THE PROPOSAL DOES NOT OBLIGATE SHAREHOLDERS TO TENDER
THEIR SHARES TO LUXOTTICA AT ANY TIME OR AT ANY SPECIFIC PRICE.
* Approval of the proposal will simply remove one of the many
anti-takeover hurdles that prevent shareholders from freely accepting
an offer by Luxottica.
* U.S. Shoe's other anti-takeover roadblocks and impediments include
a "Poison Pill", a super-majority vote needed to remove directors,
and another Ohio law which could prevent Luxottica's completing the
acquisition of U.S. Shoe in a second-step merger for three years.
* U.S. SHOE'S BOARD HAS ALREADY TAKEN CARE OF SENIOR MANAGEMENT WITH
LUCRATIVE GOLDEN PARACHUTES AND SEVERANCE GUARANTEES.
IF YOU WANT U.S. SHOE TO NEGOTIATE
WITH LUXOTTICA IN GOOD FAITH
VOTE TODAY FOR THE "831 PROPOSAL"
ON THE BLUE CARD
SEND A CLEAR MESSAGE TO U.S. SHOE MANAGEMENT TO STOP STALLING AND NEGOTIATE
THE BEST DEAL FOR SHAREHOLDERS RATHER THAN GOLDEN PARACHUTES FOR THEMSELVES
Remember -- by voting for the "831 Proposal " on the enclosed BLUE proxy
you are not in any way committing to tender your shares to Luxottica at $24 per
share or any other price. Please sign, date and mail your BLUE proxy promptly.
Since it is necessary for a majority of all of U.S. Shoe's outstanding
common shares to be represented in person or by proxy at the Special Meeting,
please take a moment to execute your proxy and return it in the envelope
provided. A FAILURE TO VOTE MAY HAVE THE SAME PRACTICAL EFFECT AS A VOTE
AGAINST THE PROPOSAL.
DO NOT DELAY - - EVERY VOTE COUNTS!
<PAGE>
Please call our information agent, MacKenzie Partners, Inc., at (800)
322-2885 Toll-Free if you have any questions about voting your shares or need
further assistance.
Thank you for your prompt attention and careful consideration of this important
vote.
Sincerely,
/s/ Claudio Del Vecchio
Claudio Del Vecchio
Managing Director
--------------------- ADDITIONAL "GOLD" CARD FROM LUXOTTICA --------------------
It is important for U.S. Shoe shareholders to know that Luxottica is also
mailing an additional "GOLD" card and another statement soliciting
shareholder support to call a second Special Meeting to, among other things,
remove the current Board of U.S. Shoe.
If you have questions or need assistance in voting your shares please contact:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
<PAGE>
[LUXOTTICA LETTERHEAD]
March 28, 1995
KEEP THE PRESSURE ON THE U.S. SHOE BOARD
TO NEGOTIATE IN GOOD FAITH WITH LUXOTTICA
SIGN AND RETURN THE GOLD CARD
Dear U.S. Shoe Shareholder:
In order to overcome The United States Shoe Corporation's Poison Pill and
certain other anti-takeover roadblocks to our tender offer, Luxottica has
decided that it is necessary to solicit your support to call an additional
Special Meeting of shareholders of U.S. Shoe. To call this meeting we need the
owners of a majority of all outstanding shares to sign our GOLD Agent
Designation Cards authorizing the actions required to call the second Special
Meeting.
The accompanying solicitation statement describes in detail the requirements
for taking action to call the "Special Meeting to Remove Directors." It is
important to remember that by signing the enclosed GOLD card, shareholders are
not voting at this time, nor are they agreeing to vote in the future, to remove
the U.S. Shoe Board. Furthermore, you should remember that:
- Signing the GOLD card authorizing the Designated Agents to call the
second Special Meeting DOES NOT OBLIGATE SHAREHOLDERS TO TENDER THEIR
SHARES TO LUXOTTICA AT ANY TIME OR AT ANY SPECIFIC PRICE.
- Signing the GOLD card will simply facilitate our ability to overcome
some of the many anti-takeover hurdles that restrict shareholders
from freely accepting an offer by Luxottica at any price, including
an Ohio law which could prevent Luxottica's completing the
acquisition of U.S. Shoe in a second-step merger for three years.
- U.S. Shoe's Board has already taken care of senior management with
lucrative Golden Parachutes and severance guarantees.
DO NOT FORGET TO VOTE LUXOTTICA'S "BLUE" PROXY
It is important for U.S. Shoe shareholders to remember that Luxottica is
also soliciting shareholder support on an additional "BLUE" proxy card and
another proxy statement concerning a Special Meeting to be held on April 21,
1995.
<PAGE>
TELL U.S. SHOE TO NEGOTIATE WITH LUXOTTICA--THE ONLY KNOWN COMPANY WITH A
FINANCING COMMITMENT TO PURCHASE ALL OF U.S. SHOE. PLEASE SIGN YOUR GOLD CARD
TODAY!
We are asking all shareholders to return their executed GOLD cards by
Thursday, April 13, 1995. Time is of the essence--do not delay past this early
return date, which we would prefer not to extend. A return envelope is provided
for your convenience.
Failure to execute a GOLD card has the exact same effect as voting against
calling the Special Meeting to remove the Board.
EVERY VOTE COUNTS--PLEASE ACT PROMPTLY!
Our information agent, MacKenzie Partners, Inc., will be pleased to assist
you with any questions about executing the GOLD card or voting your shares for
the "831 Meeting" on the BLUE proxy card. Call (800) 322-2885 Toll-Free.
We again thank you for your prompt attention and careful consideration of
these important matters that affect the value of your investment in U.S. Shoe.
Sincerely,
/s/ Claudio Del Vecchio
CLAUDIO DEL VECCHIO
Managing Director
