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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
--------------
LUXOTTICA GROUP S.p.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
--------------
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 6 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 (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. 10. 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 31, 1995, counsel to Parent delivered to the Company a
confidentiality agreement signed by Parent and the Purchaser that would,
subject to execution by the Company, enable Parent and the Purchaser to
examine certain non-public information concerning the Company and its
operations. A copy of the proposed confidentiality agreement is filed as
Exhibit (c)(1) hereto and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following exhibits:
<TABLE>
<S> <C>
(a)(25) --Text of Press Release issued by Parent, dated March 31, 1995
(c)(1) --Proposed Confidentiality Agreement among Parent, the Purchaser and the
Company dated as of March 30, 1995 delivered by Parent's Counsel to the Company
on March 30, 1995.
</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.
<TABLE>
<S> <C>
Dated: March 31, 1995 By: /s/ Claudio Del Vecchio
..........................................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: March 31, 1995 By: /s/ Claudio Del Vecchio
..........................................
Claudio Del Vecchio
President
</TABLE>
3
<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 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.
(a)(21) --Text of Press Release issued by Parent, dated March 24, 1995.............. *
</TABLE>
------------
* Previously filed.
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<S> <C> <C>
(a)(22) --Text of Press Release issued by Parent, dated March 30, 1995.............. *
(a)(23) --Text of Press Release issued by Parent, dated March 30, 1995.............. *
(a)(24) --Letter to the Shareholders of The United States Shoe Corporation dated
March 28, 1995, to accompany the Definitive Proxy Statement dated March
25, 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, as filed with the Securities and Exchange Commission on March 29,
1995 and incorporated herein by reference.................................
(a)(25) --Text of Press Release issued by Parent, dated March 31, 1995..............
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse................ *
(c)(1) --Proposed Confidentiality Agreement among Parent, the Purchaser and
the Company dated as of March 30, 1995 delivered by Parent's Counsel to
the Company on March 30, 1995.............................................
(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 States Shoe
Corporation, et al. (C-2-95-244)............................................ *
(g)(7) --Answer of Defendants The United States Shoe Corporation, Joseph H.
Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell, and Counterclaim of
Defendant The United States Shoe Corporation Against Plantiffs for
Preliminary and Permanent Injunction for False and Misleading Statements
in SEC Filings and Tender Offer Materials, filed on March 22, 1995 by The
United States Shoe Corporation and Named Defendants 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>
------------
* Previously filed.
5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<S> <C> <C>
(g)(8) --Order issued on March 22, 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 States Shoe Corporation, et
al. (C-2-95-244)............................................................ *
(g)(9) --Order issued on March 23, 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 States Shoe Corporation, et
al. (C-2-95-244)............................................................ *
(g)(10) --Order issued on March 23, 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 States Shoe Corporation, et
al. (C-2-95-244)............................................................ *
(g)(11) --Motion for Leave to File a Third Amended Complaint filed on March 24, 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>
6
LUXOTTICA
LETTERHEAD
EXHIBIT (a)(25)
FOR IMMEDIATE RELEASE
Joint release of Luxottica Group S.p.A. and Luxottica Acquisition Corp.
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 EXTENDS TENDER OFFER
------------------------------
(New York, USA and Milan, Italy, March 31, 1995) - Luxottica Group S.p.A.
(NYSE:LUX) announced today that its indirect wholly owned subsidiary,
Luxottica Acquisition Corp., had extended the expiration of its tender offer
to acquire all outstanding common shares, and associated preference share
purchase rights, of The United States Shoe Corporation at a price of $24.00
net per share to Midnight, New York City time, on Thursday, April 13, 1995.
According to a preliminary count by Chemical Bank, the depositary, as of the
close of business on March 30, 1995 approximately 1.9 million common shares
of US Shoe had been tendered by shareholders.
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.
###
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227-1197
Tel: (513) 527-7000
March 30, 1995
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
c/o Mr. Claudio Del Vecchio
44 Harbor Park Drive
Port Washington, New York 11050
Gentlemen:
In connection with your analysis of one or more possible
transactions involving you and The United States Shoe Corporation
(together with its subsidiaries and affiliates, "U.S. Shoe") or its
operations (the "Business"), including, without limitation, the
consummation of an offer to purchase outstanding shares and associated
preference share purchase rights directly from the shareholders of
U.S. Shoe or any similar transaction (an "Offer") (individually or
collectively, a "Transaction"), U.S. Shoe (directly and through its
officers, employees and/or agents) is prepared to disclose to you
certain oral and written information concerning U.S. Shoe and the
Business (collectively, the "Evaluation Material"), which you
acknowledge is confidential and of competitive value. In
consideration of furnishing you with the Evaluation Material, U.S.
Shoe requests your agreement and the agreement of Luxottica
Acquisition Corp. to the following (it being understood that you are
also agreeing to cause your Representatives (as hereinafter defined)
to comply with the provisions hereof) and will deliver the Evaluation
Material to you or one or more of your
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 2
specified Representatives promptly after your execution and delivery
of this Agreement.
1. The Evaluation Material will be used solely for the
purpose of evaluating a possible Transaction and not for any other
purpose, and unless and until you have completed a negotiated
Transaction with U.S. Shoe pursuant to a definitive agreement (the
"Definitive Agreement"), such information will be kept confidential by
you, except that you may disclose the Evaluation Material or portions
thereof (a) to those of your directors, officers, employees, proxy
solicitors, legal and financial advisors, as well as representatives
of Credit Suisse in connection with the proposed Transaction (the
persons to whom such disclosure is permissible being collectively
called "Representatives") who need to know such information for the
purpose of evaluating any possible Transaction with respect to the
Business (it being understood that those Representatives will be
informed of the confidential nature of the Evaluation Material and
will agree to be bound by this letter agreement (this "Agreement")),
or (b) in an amendment or amendments to the Tender Offer Statement on
Schedule 14D-1 originally filed on March 3, 1995 with the Securities
and Exchange Commission by Luxottica Acquisition Corp. and Luxottica
Group S.p.A., as amended (the "Luxottica 14D-1"), including, without
limitation an amendment or amendments to the Offer to Purchase
constituting an exhibit to the Luxottica 14D-1, and in proxy
solicitation materials relating to matters incidental to an Offer or
other Transaction, if and to the
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 3
extent, upon advice of your counsel, you are required to make such
disclosure pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated
thereunder or (c) as otherwise required, upon advice of your counsel,
by applicable law; provided that prior to any such disclosure, you
shall first give U.S. Shoe an opportunity, reasonable under the
circumstances, to review and comment on the proposed disclosure and
the basis therefor, and you shall consider in good faith U.S. Shoe's
views relating thereto, to the extent reasonable under the
circumstances, so that the required disclosure may be made in a manner
that minimizes, consistent with your obligation to make such
disclosure, any risk to U.S. Shoe (other than a risk related solely to
the fact that U.S. Shoe is engaged in considering strategic
transactions with respect to itself or one or more of its Businesses).
You agree to be responsible for any breach of this Agreement by your
Representatives. In the event that you or any of your Representatives
become legally compelled (by deposition, interrogatory, request for
documents, subpoena, civil investigative demand or similar process) to
disclose any of the Evaluation Material, you shall provide U.S. Shoe
with prompt prior written notice of such requirement so that U.S. Shoe
may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Agreement. In the event such
protective order or other remedy is not obtained, or U.S. Shoe waives
compliance with the provisions hereof, you agree to furnish
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 4
only that portion of the Evaluation Material which is legally required
and to exercise all reasonable efforts to obtain assurance that
confidential treatment will be accorded such Evaluation Material.
2. The term "Evaluation Material" does not include any
information which (i) at the time of disclosure or thereafter is
generally available to the public (other than as a result of a
disclosure directly or indirectly by you or your Representatives),
(ii) was available to you on a nonconfidential basis from a source
other than U.S. Shoe or its advisors, provided that to your knowledge
after reasonable investigation such source is not and was not bound by
a confidentiality agreement with U.S. Shoe, or (iii) has been
independently acquired or developed by you without violating any of
your obligations under this Agreement, but does include any analyses,
studies, conclusions or opinions derived from, based on or which
reflect any of the Evaluation Material.
3. If a Transaction with respect to U.S. Shoe or the
Business is not consummated by you or if U.S. Shoe so requests, you
will promptly return to U.S. Shoe or destroy (with written
confirmation thereof to U.S. Shoe) all copies of the Evaluation
Material in your possession and in the possession of your
Representatives, and you will destroy all copies of any analyses,
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 5
compilations, studies or other documents prepared by you or for your
use containing or reflecting any Evaluation Material.
4. You hereby agree that for a period of two years from
the date hereof you will not solicit the employment of or employ any
person employed by U.S. Shoe, provided that the foregoing shall not be
deemed to prohibit general solicitations of employment in your
ordinary course of business not directed specifically toward employees
of U.S. Shoe.
5. During the period of your review of the Evaluation
Material, you agree not to initiate or maintain contact with any
officer, director, employee or securityholder of U.S. Shoe except with
the express permission of U.S. Shoe, and all communications regarding
a possible Transaction, requests for additional information, requests
for meetings and discussions or questions regarding procedures will be
submitted or directed to U.S. Shoe's financial advisor, James D.
Wolfensohn Incorporated; provided, however, that, notwithstanding the
foregoing:
(i) You may communicate as follows:
(a) generally and publically, and otherwise in
accordance with applicable law, with U.S. Shoe securityholders, in
connection with your pending tender offer for Shares and Rights and
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 6
any other Transaction Offer, and any proxy or consent solicitation
conducted in connection therewith;
(b) In any manner with any director of, or the
chief executive officer or chief financial officer of, U.S. Shoe, or
the persons who are the most senior officers or employees in charge of
U.S. Shoe's optical and apparel divisions, respectively; and,
(c) In any lawful manner in connection with any
litigation now or hereafter pending between U.S. Shoe and you, with
any person referred to above; and,
(ii) In the event that, during the term of this
Agreement, U.S. Shoe is or becomes a party to a confidentiality and/or
standstill agreement with any third party providing for the delivery
of confidential materials to such third party relating to U.S. Shoe
and/or the Business, then this Agreement shall be deemed automatically
amended, without the necessity of the taking of any action or the
execution and delivery of any document, so as to modify this paragraph
5 to the extent necessary such that it is and will be as favorable to
you as is the equivalent provision relating to communications by such
third party set forth in such other agreement, or as to eliminate the
restrictions of this paragraph 5
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 7
if any such other agreement with a third party contains no such
restrictions.
6. Subject to the provisions of any Definitive Agreement,
you understand and acknowledge that neither U.S. Shoe nor any of its
directors, officers, advisors, representatives or employees are making
any representation or warranty, express or implied, as to the accuracy
or completeness of the Evaluation Material, and none of U.S. Shoe, any
of its advisors, or any of its respective officers, directors,
employees, shareholders, affiliates or agents will have any liability
to you or any other person resulting from your use of the Evaluation
Material. Only those representations or warranties that are made in a
Definitive Agreement, when, as, and if executed, and subject to such
limitations and restrictions as may be specified therein, will have
any legal effect.
7. No contract or agreement providing for a Transaction
intended to be in the form of an agreement between you and U.S. Shoe
shall be deemed to exist between you and U.S. Shoe unless and until a
Definitive Agreement has been mutually executed and delivered, and
each of us hereby waives, in advance, any claims (including, without
limitation, breach of contract) in connection with such a Transaction
unless and until we shall have so entered into a Definitive Agreement.
Unless and until a Definitive
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 8
Agreement with respect to such a Transaction has been executed and
delivered, neither of us shall have any legal obligation of any kind
whatsoever with respect to any such Transaction by virtue of this
Agreement or any other written or oral expression with respect to such
Transaction except, in the case of this Agreement, for the matters
specifically agreed to herein. For purposes of this paragraph, the
term "Definitive Agreement" does not include an executed letter of
intent or any other preliminary written agreement, nor does it include
any written or verbal offer or acceptance of an offer or bid on the
part of either of us. U.S. Shoe shall be free to conduct other
discussions and negotiations regarding a possible transaction
involving U.S. Shoe, the Business or any of its operations (including,
without limitation, entering into a Definitive Agreement), or to
pursue any other course of action independent of any potential
transaction, in any case without prior notice to you or any other
person.
8. You and we agree that U.S. Shoe and you shall be
entitled to equitable relief, including injunction and specific
performance, in the event of any breach by the other of the provisions
of this Agreement, in addition to all other remedies available at law
or in equity. You and U.S. Shoe further agree to waive, and in your
case, to use your best efforts to cause your Representatives to waive
any requirements for the securing or posting of any bond in connection
with such remedy. You and we
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 9
hereby irrevocably and unconditionally (a) consent to submit to the
exclusive jurisdiction of the United States District Court for the
Southern District of Ohio, Eastern Division located in the city of
Columbus, Ohio for any disputes arising out of or relating to this
Agreement (and you and we agree not to commence any action, suit or
proceeding relating thereto except in such court), (b) waive any
objection to the laying of venue of any action, suit or proceeding
arising out of this Agreement in such court, and (c) waive and agree
not to plead or claim in such court that any such action, suit or
proceeding brought in any such court has been brought in an
inconvenient forum. This Agreement will be governed by and construed
in accordance with the laws of the State of New York, without regard
to rules of conflict of laws.
9. It is further understood and agreed that no failure or
delay by you or U.S. Shoe in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any single or
partial exercise preclude any other or further exercise of any right,
power or privilege hereunder. Neither this paragraph nor any other
provision in this Agreement can be waived or amended except by written
consent of you and U.S. Shoe, which consent shall specifically refer
to this paragraph (or such other provision) and explicitly make such
waiver or amendment.
<PAGE>
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 30, 1995
Page 10
If you agree with the foregoing, please sign and return one
copy of this letter to the undersigned via telecopier and confirmed
via overnight courier, which will constitute our agreement with
respect to the subject matter of this letter.
Very truly yours,
THE UNITED STATES SHOE CORPORATION
By:_______________________________
Name: K. Brent Somers
Title: Chief Financial Officer
EXECUTED AND AGREED:
This 30th day of March, 1995
LUXOTTICA GROUP S.p.A.
By: /s/ Claudio Del Vecchio
------------------------
Name: Claudio Del Vecchio
Title: Managing Director
LUXOTTICA ACQUISITION CORP.
By: /s/ Claudio Del Vecchio
------------------------
Name: Claudio Del Vecchio
Title: Executive Vice President
