<PAGE> 1
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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(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:
_______________________________________________________________________
[ ] 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:
_________________________________________________
<PAGE> 2
PRELIMINARY MATERIALS DATED MARCH 28, 1995
SUBJECT TO REVIEW BY THE
SECURITIES AND EXCHANGE COMMISSION
-------------------
THE INFORMATION INCLUDED HEREIN
IS AS IT IS EXPECTED TO BE
WHEN A DEFINITIVE
SOLICITATION STATEMENT IS MAILED TO SHAREHOLDERS
OF THE UNITED STATES SHOE CORPORATION. THIS SOLICITATION
WILL BE REVISED TO REFLECT ACTUAL FACTS AT THE TIME OF
FILING OF THE DEFINITIVE SOLICITATION.
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.
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"). 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.
<PAGE> 3
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. 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 only be
presented for purposes of calling the Special Meeting upon the direction of the
person entitled to vote such Common Shares at the Special Meeting.
This solicitation statement of the Corporation is being mailed to
shareholders on or about March __, 1995.
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
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meeting. Accordingly, to call and hold the Special Meeting, Luxottica and LAC
must obtain Agent Designations from shareholders holding 50% of the
Corporation's Common Shares. In the event that the Corporation is presented
with such a written request of the holders of 50% of the Corporation's Common
Shares, 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.
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 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
Luxottica and LAC 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.
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 (1) mark the "REVOKE" Box on the enclosed
GREEN Revocation Card; (2) sign and date the GREEN Revocation Card; and (3)
mail it to the Corporation in the enclosed postage-paid envelope. Please
discard any
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<PAGE> 5
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.
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. If the Corporation's Revocation Card is signed
and returned without specifying a choice, the Common Shares represented thereby
will be treated as revoking any previously executed GOLD Agent Designation
supporting the call for the Special Meeting.
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.
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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, on which Luxottica and LAC effectively call the Special Meeting. A
shareholder's revocation of 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.
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<PAGE> 7
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 THE 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;
(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
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<PAGE> 8
(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 initiated
discussions with, numerous parties, which are ongoing.
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 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 obtain the maximum values 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 with respect to the
Luxottica Offer. The Corporation has agreed to pay Abernathy MacGregor Scanlon
their reasonable and customary compensation for its services. 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.
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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 nature Shares subject to
of beneficial options exercisable Percent of
Shareholder ownership (a) within 60 days class(b)
------------------------------ ------------------ -------------------- ---------------
<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%
*Percent of class is less than 1%
</TABLE>
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<PAGE> 10
(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.
(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 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.
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<PAGE> 11
(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
March ___, 1995
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<PAGE> 12
THE UNITED STATES SHOE CORPORATION
SOLICITATION IN OPPOSITION
THIS REVOCATION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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
GOLD Agent Designation requesting the call of a special meeting (the "Special
Meeting") and granting authority to take the Conditional Actions as described
in the Solicitation Statement of Luxottica Acquisition Corp. and Luxottica
Group S.p.A, dated ______________1995.
This Revocation Card also constitutes instructions to The Charles Schwab Trust
Company as Trustee, to vote 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.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this Revocation Card exactly as your name appears hereon. Joint
owners should sign personally. 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.
(Continued, and to be dated and signed on the reverse side)
<PAGE> 13
THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT YOU REVOKE ANY PREVIOUSLY
EXECUTED GOLD AGENT DESIGNATION REQUESTING THE CALL OF THE SPECIAL MEETING AND
GRANTING AUTHORITY TO TAKE THE CONDITIONAL ACTIONS.
[ ] REVOKE any previously [ ] NOT REVOKE any previously
executed GOLD Agent executed GOLD Agent
Designation requesting the Designation requesting the
call of the Special Meeting call of the Special Meeting
and granting authority to and granting authority to
take the Conditional Actions. take the Conditional Actions.
THE COMMON SHARES REPRESENTED BY THIS REVOCATION CARD WILL BE VOTED AS DIRECTED
OR, IF NO DIRECTION IS SPECIFIED, WILL BE VOTED TO REVOKE ANY PREVIOUSLY
EXECUTED GOLD AGENT DESIGNATION REQUESTING THE CALL OF THE SPECIAL MEETING AND
GRANTING AUTHORITY TO TAKE THE CONDITIONAL ACTIONS.
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
