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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. 7)
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 5 Pages
The Exhibit Index is located on Page 4
<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, 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.
7.
Item 10 is hereby amended to add the following:
ITEM 10. ADDITIONAL INFORMATION
(e) On March 21, 1995, Parent and the Purchaser commenced distribution of
definitive proxy materials relating to the Section 831 Meeting scheduled for
April 21, 1995.
Item 11 is hereby amended and supplemented by adding the following exhibits:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
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<S> <C>
(a)(19) --Text of Press Release issued by Parent, dated March 21, 1995.
(a)(20) --Definitive Proxy Statement dated March 21, 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 21, 1995 and incorporated herein by reference.
</TABLE>
2
<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 21, 1995 By: /s/ Claudio Del Vecchio
..............................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: March 21, 1995 By: /s/ Claudio Del Vecchio
..............................
Claudio Del Vecchio
President
3
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
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<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.............. *
(a)(17) --Text of Press Release issued by Parent, dated March 17, 1995.............. *
(a)(18) --Text of Press Release issued by Parent, dated March 20, 1995.............. *
(a)(19) --Text of Press Release issued by Parent, dated March 21, 1995..............
(a)(20) --Definitive Proxy Statement dated March 21, 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 21, 1995 and incorporated herein by reference.
</TABLE>
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* Previously filed.
4
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(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).................................... *
-------------------------
(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)........... *
--- -------------------------------------------
(g)(6) --Opinion and Order issued on March 16, 1995 by 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
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States Shoe Corporation, et al. (C-2-95-244).............................. *
-------------------------------
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* Previously filed.
5
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 COMMENCES SOLICITATION OF PROXIES FOR SPECIAL
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MEETING OF U.S. SHOE SHAREHOLDERS
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(New York, USA and Milan Italy, March 21, 1995) -- Luxottica Group S.p.A.
(NYSE:LUX) today announced that it has commenced distribution of definitive
proxy materials relating to a special meeting of shareholders of The United
States Shoe Corporation scheduled for April 21, 1995. The record date for
the meeting is the close of business, today, March 21, 1995.
As announced, at this special meeting, which has been called under Ohio's
control share acquisition law ("831"), US Shoe shareholders will be asked to
authorize Luxottica's acquisition of US Shoe shares pursuant to its cash tender
offer for all outstanding US Shoe shares. As stated in the proxy materials, a
vote in favor of authorization of Luxottica's purchase of shares pursuant to the
offer will not obligate a holder to tender shares in the offer.
At the 831 meeting, a quorum will be deemed present if at least a majority of
outstanding shares, and a majority of the shares excluding "interested" shares,
are represented in person or by proxy.
Authorization of Luxottica's purchase of shares pursuant to the offer requires
the affirmative vote of the holders of a majority of the shares present at the
831 meeting in person or by proxy and the affirmative vote of the holders of a
majority of such shares excluding "interested" shares.
As announced, as a result of the issuance on March 16, 1995 by US District Court
Judge James Graham of an order enjoining US Shoe and the State of Ohio from
applying certain provisions of the Ohio law that would have treated certain
shares purchased after the announcement of Luxottica's offer as "interested,"
the only shares that will in fact be treated at the 831 meeting as "interested"
shares will be those held by Luxottica and its affiliates and certain US Shoe
insiders.
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LUXOTTICA GROUP [LOGO]
Page Two
Luxottica Group Commences Solicitation of Proxies
Luxottica is asking shareholders to execute a blue proxy card, voting for
authorization of Luxottica's purchase of US Shoe shares pursuant to its offer,
and to return the executed copy as soon as possible prior to the meeting date
to MacKenzie Partners, Inc. 156 Fifth Avenue, New York NY 10010. Luxottica's
solicitation of proxies is being made solely pursuant to the definitive proxy
materials, copies of which may be obtained by contacting MacKenzie Partners,
Inc.
Luxottica Group S.p.A., based in Italy, is a world leader in the design,
manufacture and marketing of high quality eyeglass frames and sunglasses in the
mid and premium price categories. Luxottica's products, which are designed and
manufactured in four facilities located in Italy and include over 1,700 styles
available in a wide array of colors and sizes, are sold through wholly-owned
subsidiaries in the USA, Canada, Italy, France, Spain, Portugal, Sweden,
Germany, United Kingdom, Brazil, Switzerland and Mexico, through 51%-owned
distributors in Belgium, Netherlands, and Finland, through a 50% joint
venture in Japan, through a 75% controlled company in Austria and through a
75.5% controlled company in Greece. Luxottica Group's total sales for 1994
were US$504.3 million and net income was US$77.5 million. Luxottica's US
operations in fiscal year 1994, accounted for 39.5% of Luxottica's total
consolidated sales.
Luxottica Group S.p.A. listed its American Depositary Shares on the New York
Stock Exchange in January 1990. The Company's shares are traded only in the U.S.
on the NYSE.
