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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
________________
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
THE UNITED STATES SHOE CORPORATION
(Name of Person(s) Filing Statement)
COMMON SHARES, WITHOUT PAR VALUE
(AND ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)
________________
James J. Crowe, Esq.
Vice President, Secretary and General Counsel
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227-1197
(513) 527-7000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing)
With a copy to:
William F. Henze II, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
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This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, filed on March 16,
1995, as amended (the "Schedule 14D-9"), by The United States Shoe Corporation
(the "Company"), with respect to the tender offer by Luxottica Acquisition
Corp., an indirect wholly-owned subsidiary of Luxottica Group S.p.A., to
purchase all outstanding common shares, without par value, of the Company,
including associated preference share purchase rights, at a price of $24 per
share (and associated right), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 3, 1995 and in the related Letter
of Transmittal (the "Luxottica Offer"), as set forth in this Amendment No. 3.
All capitalized terms not otherwise defined herein shall have the meanings
assigned thereto in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding at the end thereof the following:
THE RIGHTS AGREEMENT. Pursuant to the terms of the Rights
Agreement, on March 30, 1995, the Board of Directors adopted a
resolution to delay the occurrence of the Distribution Date until the
earliest of (i) the Shares Acquisition Date, (ii) such date that the
Offer, as extended, is next scheduled to expire and (iii) midnight on
April 21, 1995 or such later date as may be determined by the Board of
Directors. On March 31, 1995, Luxottica announced the extension of
the expiration of the Offer to midnight on April 13, 1995.
Accordingly, the Rights will not become exercisable or transferable or
be distributed apart from the Shares until the earlier of (i) the
Shares Acquisition Date and (ii) midnight on April 13, 1995 or such
later date as may be determined by the Board of Directors.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 23 - Text of press release issued by the
Company, dated March 29, 1995, in
connection with the Control Share
Acquisition Act meeting.
Exhibit 24 - Text of press release issued by the
Company, dated March 31, 1995, regarding
extension of the Distribution Date under
the Rights Agreement.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 1995
THE UNITED STATES SHOE CORPORATION
By: /s/ Bannus B. Hudson
Name: Bannus B. Hudson
Title: President and Chief Executive Officer
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EXHIBIT 23
NEWS RELEASE
CONTACT: Robert M. Burton
Director of Corporate Communications
(513) 527-7471
FOR IMMEDIATE RELEASE
U.S. SHOE URGES SHAREHOLDERS TO VOTE IN APRIL 21 MEETING AGAINST
ALLOWING $24 LUXOTTICA OFFER TO PROCEED
CINCINNATI, OHIO March 29, 1995 - - The United States Shoe Corporation
(NYSE:USR) today sent the following letter to shareholders:
Dear Shareholder:
Enclosed for your consideration are proxy materials from the Board of
Directors in connection with a Special Meeting of U.S. Shoe Shareholders to be
held on April 21, 1995. This meeting, which is required under Ohio law, has
been called by the Board at the request of Luxottica Acquisition Corp., in
connection with Luxottica's $24 per share tender offer for all U.S. Shoe
shares.
The only business that will be conducted at the Special Meeting
(except resolution of any procedural matters that may arise) is a vote by
shareholders as to whether the Luxottica offer should be allowed to proceed in
its present $24 per share form.
Earlier, we sent you a letter and a Schedule 14D-9 (Amendments Nos. 1
and 2 to that Schedule are also enclosed in this mailing), in which the
Directors of U.S. Shoe reported their determination that the Luxottica offer is
inadequate and not in the best interests of U.S. Shoe and its shareholders, and
unanimously recommended that the Luxottica offer be rejected. For the same
reasons, the Board recommends a vote AGAINST Luxottica's proposal to acquire
U.S. Shoe at $24 per share.
REMEMBER - - UNLIKE YOUR BOARD, LUXOTTICA HAS NO FIDUCIARY DUTY TO
PROTECT YOUR INTERESTS; ITS SOLE OBLIGATION IS TO ITS OWN SHAREHOLDERS.
LUXOTTICA WANTS TO PURCHASE YOUR COMPANY AS CHEAPLY AS POSSIBLE. The goal of
your Board of Directors is to maximize value for U.S. Shoe shareholders in the
near term. Our recently-announced definitive agreement to sell the Company's
footwear business to Nine West for approximately $600 million in cash and
warrants demonstrates your Board's commitment to this goal. Our efforts to
maximize value are continuing.
We strongly urge you to vote AGAINST Luxottica's inadequate offer by
signing, dating and mailing the enclosed WHITE proxy. Do not return any blue
proxy sent to you by Luxottica.
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Thank you for your continuing support.
Sincerely,
Bannus B. Hudson
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT! PLEASE DISCARD LUXOTTICA'S BLUE PROXY CARD, AND VOTE
AGAINST LUXOTTICA'S INADEQUATE OFFER BY SIGNING, DATING AND MAILING U.S. SHOE'S
WHITE PROXY CARD.
If you have any questions or need assistance voting your U.S. Shoe shares,
please call our proxy solicitor:
D.F. King & Co., Inc.
1-800-628-8528 (Toll Free)
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EXHIBIT 24
NEWS RELEASE
Contact: Robert M. Burton
Director of Corporate Communications
(513) 527-7471
FOR IMMEDIATE RELEASE
U.S. SHOE ANNOUNCES EXTENSION OF DISTRIBUTION DATE UNDER ITS RIGHTS AGREEMENT
TO APRIL 13, 1995
CINCINNATI, OHIO, March 31, 1995 - The United States Shoe Corporation
(NYSE: USR) announced today that the Distribution Date under its Rights
Agreement has been further extended until midnight, New York City time, on
Thursday, April 13, 1995, or such later date as the Board of Directors may
determine.
U.S. Shoe is a specialty retailer of women's apparel, optical products and
footwear, operating 2,349 retail outlets and leased departments in the United
States and abroad.
