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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:
[X] Preliminary Proxy Statement
[ ] 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)
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[X] $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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PRELIMINARY MATERIALS DATED MARCH 27, 1995
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SUBJECT TO REVIEW BY THE
SECURITIES AND EXCHANGE COMMISSION
--------------
CERTAIN INFORMATION INCLUDED HEREIN
IS PRESENTED AS IT IS EXPECTED TO
EXIST WHEN THE DEFINITIVE
SOLICITATION STATEMENT IS MAILED TO SHAREHOLDERS
OF THE UNITED STATES SHOE CORPORATION
AND WILL BE REVISED TO REFLECT ACTUAL FACTS AT THAT TIME
SOLICITATION STATEMENT
of
LUXOTTICA GROUP S.P.A.
and
LUXOTTICA ACQUISITION CORP.
to call a
Special Meeting of Shareholders
of
THE UNITED STATES SHOE CORPORATION
This Solicitation Statement and the accompanying GOLD Appointment of
Designated Agents ("Agent Designation") are being furnished to holders of
outstanding Common Shares, without par value (the "Shares"), and associated
preference share purchase rights (the "Rights") of The United States Shoe
Corporation, an Ohio corporation ("U.S. Shoe"), in connection with the
solicitation of Agent Designations from holders of the Shares. As used herein,
unless the context otherwise requires, the term "Shares" shall include the
Rights. The Agent Designations are being solicited by Luxottica Group S.p.A
("Luxottica"), a corporation organized under the laws of the Republic of Italy,
and Luxottica Acquisition Corp. ("Purchaser"), a Delaware corporation and an
indirect wholly owned subsidiary of Luxottica, to provide for the calling of a
special meeting of shareholders of U.S. Shoe (the "Special Meeting") for the
purpose of considering and voting on the proposals described below under the
heading "SPECIAL MEETING PROPOSALS" (the "Special Meeting Proposals"). The
principal executive offices of U.S. Shoe are located at One Eastwood Drive,
Cincinnati, Ohio 45227.
This Solicitation Statement and accompanying GOLD Agent Designation are
first being furnished to U.S. Shoe shareholders on or about __________, 1995.
Agent Designations must be delivered to Luxottica on or before ________, 1995,
unless such date is extended by Luxottica and Purchaser, in their sole
discretion. THE AGENT DESIGNATIONS WILL NOT CONFER ANY RIGHTS TO VOTE ON MATTERS
BROUGHT BEFORE THE SPECIAL MEETING AND NO PROXIES FOR SUCH VOTES ARE BEING
SOLICITED WITH THIS SOLICITATION STATEMENT. IF THE SPECIAL MEETING IS CALLED,
LUXOTTICA AND PURCHASER WILL SEND U.S. SHOE SHAREHOLDERS ADDITIONAL PROXY
MATERIALS SOLICITING PROXIES TO VOTE ON THE SPECIAL MEETING PROPOSALS.
On March 3, 1995, Purchaser offered to purchase (the "Offer") all of the
outstanding Shares for $24.00 net per Share in cash upon the terms and subject
to the conditions set forth in an Offer to Purchase dated March 3, 1995, as the
same may be amended from time to time (the "Offer to Purchase") and the related
Letter of Transmittal.
Pursuant to this Solicitation Statement, Luxottica and Purchaser are
soliciting Agent Designations from holders of outstanding Shares to call the
Special Meeting. By executing an Agent Designation, a shareholder will designate
specified persons as agents (each a "Designated Agent") of U.S. Shoe
shareholders with authority to take all actions, other than voting the Shares at
the Special Meeting, permitted to be taken by such shareholders under the Ohio
Revised Code (the "ORC") in order to call and convene the Special Meeting. The
Special Meeting would be called to consider and vote upon the Special Meeting
Proposals, which include, among other things, (i) the removal of all incumbent
directors of U.S. Shoe, (ii) the election of Luxottica nominees as directors to
replace the U.S. Shoe directors so removed and (iii) if the acquisition of U.S.
Shoe by Purchaser has not yet been authorized by U.S. Shoe shareholders pursuant
to Section 1701.831 of the ORC ("Section 831") as described herein or Purchaser
is not otherwise satisfied, in its sole discretion, that Section 831 is invalid
or inapplicable to the acquisition of Shares pursuant to the Offer, the
amendment of the Regulations of U.S. Shoe to provide that Section 831 does not
apply to "control share acquisitions" of Shares.
IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE
FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE
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TO RECEIVE $24.00 NET PER SHARE IN CASH FOR ALL OF YOUR SHARES, LUXOTTICA AND
PURCHASER URGE YOU TO SIGN AND RETURN YOUR GOLD AGENT DESIGNATION.
YOUR AGENT DESIGNATION IS IMPORTANT! PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING GOLD AGENT DESIGNATION TODAY.
NEITHER THE CALL OF THE SPECIAL MEETING NOR SHAREHOLDER APPROVAL OF THE
SPECIAL MEETING PROPOSALS WILL REQUIRE YOU TO TENDER YOUR SHARES TO PURCHASER,
BUT PURCHASER MAY REQUIRE THAT THE SPECIAL MEETING PROPOSALS BE APPROVED AT THE
SPECIAL MEETING BEFORE IT WILL ACCEPT FOR PAYMENT SHARES TENDERED PURSUANT TO
THE OFFER. TENDERING SHARES PURSUANT TO THE OFFER WILL NOT CONSTITUTE A VOTE IN
FAVOR OF THE SPECIAL MEETING PROPOSALS. INSTEAD YOU MUST AUTHORIZE THE CALL OF
THE SPECIAL MEETING BY USING THE ENCLOSED GOLD AGENT DESIGNATION AND MUST ALSO
VOTE IN FAVOR OF THE SPECIAL MEETING PROPOSALS VOTED UPON AT THE SPECIAL
MEETING. THE FAILURE TO EXECUTE AND RETURN THE GOLD AGENT DESIGNATION WILL HAVE
THE SAME EFFECT AS OPPOSING THE CALL OF THE SPECIAL MEETING AND MAY RESULT IN
WITHDRAWAL OF THE OFFER.
On March 3, 1995, Purchaser commenced the Offer for all outstanding Shares
for $24.00 net per Share in cash. The purpose of the Offer is to acquire control
of, and the entire equity interest in, U.S. Shoe. Luxottica intends, following
the completion of the Offer, to effect a merger or similar business combination
between U.S. Shoe and Purchaser, or another direct or indirect wholly owned
subsidiary of Luxottica, at the same price per Share to be paid in the Offer
(the "Proposed Merger"), subject to the terms and conditions described in the
Offer to Purchase. Over the past twelve months the Shares have traded as low as
$13.50 per Share. The Offer represents more than a 75% premium over that price
and a 28% premium over the reported closing price for the Shares on the NYSE
composite tape on March 2, 1995, the day before the Offer was first publicly
disclosed. The Offer is subject to certain terms and conditions described below
and in the Offer to Purchase. See "Terms and Conditions of the Offer" below.
The Schedule 14D-1, which includes the Offer to Purchase and was filed by
Purchaser with the Securities and Exchange Commission (the "Commission") on
March 3, 1995, and all amendments thereto may be obtained from the Commission,
upon payment of the Commission's customary charges, by writing to its principal
office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C.
20549. Such material is also available for inspection and copying at the
principal office of the Commission at the address set forth immediately above,
at the Commission's regional offices at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005, and at the offices of the Pacific Stock
Exchange, 115 Sansome Street, 2nd Floor, San Francisco, California 94104.
On March 3, 1995, Luxottica and Purchaser delivered to U.S. Shoe an
"acquiring person statement" pursuant to Section 831 in connection with
Purchaser's proposed acquisition of U.S. Shoe (the "Proposed Acquisition")
through the Offer and the Proposed Merger. Within ten (10) days of the receipt
of such acquiring person statement, Section 831 requires that the Board of
Directors of U.S. Shoe call a special meeting of shareholders of U.S. Shoe for
the purpose of voting on the Proposed Acquisition (the "831 Meeting"). On March
10, 1995, U.S. Shoe issued a press release announcing that its Board of
Directors had called the 831 Meeting for April 21, 1995. The solicitation of
Agent Designations pursuant to this Solicitation Statement does not relate to
the 831 Meeting. Luxottica and Purchaser are soliciting proxies under a separate
proxy statement to authorize the Proposed Acquisition pursuant to Section 831
(the "Section 831 Approval").
IF YOU DESIRE TO ACCEPT THE OFFER OF $24.00 NET PER SHARE IN CASH AND TO
MAXIMIZE THE OPPORTUNITY FOR THE OFFER TO BE CONSUMMATED EVEN IF THE SECTION 831
APPROVAL HAS NOT YET BEEN OBTAINED, LUXOTTICA AND PURCHASER
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URGE U.S. SHOE SHAREHOLDERS TO COMPLETE, SIGN AND RETURN THE GOLD AGENT
DESIGNATION BY ________, 1995, UNLESS SUCH DATE IS EXTENDED BY LUXOTTICA AND
PURCHASER, IN THEIR SOLE DISCRETION.
EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS
Under the ORC and the Regulations of U.S. Shoe, a special meeting of U.S.
Shoe shareholders may be called by the holders of at least 50% of the Shares
("Requisite Holders"). According to U.S. Shoe's Quarterly Report on Form 10-Q
for the quarter ended October 29, 1994 filed with the Commission, as of October
29,1994, there were 46,341,660 Shares outstanding. Based on such number, which
does not take into account any Shares that after such date may have been
repurchased by U.S. Shoe or issued pursuant to outstanding options or otherwise,
Agent Designations from holders of at least 23,170,830 Shares will be required
to call the Special Meeting. The ORC provides that, upon the written request of
Requisite Holders delivered either in person or by registered mail to the
President or the Secretary of U.S. Shoe (the "Request"), such officer shall
forthwith cause notice of the Special Meeting to be given to U.S. Shoe
shareholders entitled thereto. Under the ORC, the Special Meeting must be held
on a date not less than seven (7) nor more than sixty (60) days after such
officer's receipt of the Request, as fixed by such officer. Following receipt of
Agent Designations from Requisite Holders, the Designated Agents will call the
Special Meeting and thereupon make appropriate delivery, to the President or the
Secretary of U.S. Shoe, of the Request duly requesting such officer forthwith to
cause appropriate notice of the Special Meeting to be given to U.S. Shoe
shareholders entitled thereto. If notice of the Special Meeting is not so given
within fifteen (15) days after the delivery or mailing of the Request, the
Designated Agents will fix the time of the Special Meeting and cause notice
thereof to be given to U.S. Shoe shareholders as provided in the ORC.
In the Request, the Designated Agents will also request that the Board of
Directors of U.S. Shoe take action, within such time as is specified in the
Request, to fix a record date for the determination of U.S. Shoe shareholders
who are entitled to receive notice of or to vote at the Special Meeting (the
"Special Meeting Record Date"). If the Board of Directors of U.S. Shoe fails or
refuses, within such specified time, to fix the Special Meeting Record Date,
then the Designated Agents will fix the Special Meeting Record Date in
compliance with the ORC.
Under the ORC and subject to its provisions, Requisite Holders are entitled
to deliver the Request and to take all other actions described herein and in the
ORC in connection with calling the Special Meeting, any adjournment thereof,
fixing the time thereof, causing notice thereof to be given to U.S. Shoe
shareholders, and causing the Special Meeting Record Date to be fixed. The Agent
Designations grant to the Designated Agents the full rights and authority of
Requisite Holders to take these actions in connection with the Special Meeting,
but THE AGENT DESIGNATIONS WILL NOT GIVE THE DESIGNATED AGENTS THE RIGHT TO VOTE
ANY SHARES OWNED BY REQUISITE HOLDERS AT THE SPECIAL MEETING.
You may revoke your Agent Designation at any time by executing and
delivering a written revocation to The United States Shoe Corporation, One
Eastwood Drive, Cincinnati, Ohio 45227 (please send a copy of any revocation
sent to U.S. Shoe to Luxottica Group S.p.A., c/o MacKenzie Partners, Inc., 156
Fifth Avenue, New York, New York 10010). A revocation may be in any written
form, provided that it clearly states that your Agent Designation is no longer
effective. An Agent Designation may also be revoked by notice given to U.S. Shoe
in an open meeting of U.S. Shoe shareholders. Any revocation of an Agent
Designation will not effect any action taken by the Designated Agents pursuant
to the Agent Designation prior to such revocation. Your presence at a meeting of
U.S. Shoe shareholders will not, without more, revoke your Agent Designation.
THE PURPOSE OF THE SPECIAL MEETING IS TO PROVIDE SHAREHOLDERS OF U.S. SHOE
THE OPPORTUNITY TO CONSIDER AND VOTE ON THE SPECIAL MEETING PROPOSALS. LUXOTTICA
AND PURCHASER BELIEVE THAT THE REFUSAL OF THE
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U.S. SHOE BOARD OF DIRECTORS TO NEGOTIATE WITH LUXOTTICA IS NOT IN THE BEST
INTERESTS OF THE U.S. SHOE SHAREHOLDERS AND MAY OPERATE TO ENTRENCH THE CURRENT
MANAGEMENT OF U.S. SHOE AND TO DEPRIVE THE U.S. SHOE SHAREHOLDERS OF THE
OPPORTUNITY TO ACCEPT THE OFFER AND THE PROPOSED MERGER. BY AUTHORIZING THE CALL
OF THE SPECIAL MEETING, YOU WILL ALLOW U.S. SHOE SHAREHOLDERS TO PROTECT THEIR
INTEREST IN U.S. SHOE BY EXPRESSING THEIR VIEWS ON THE OFFER AND THE PROPOSED
MERGER DIRECTLY TO THE U.S. SHOE BOARD OF DIRECTORS.
BY EXECUTING AND RETURNING THE GOLD AGENT DESIGNATION TO LUXOTTICA, YOU ARE
NOT COMMITTING TO CAST ANY VOTE IN FAVOR OF OR AGAINST, NOR ARE YOU GRANTING ANY
PROXY TO VOTE ON, ANY MATTER TO BE BROUGHT BEFORE THE SPECIAL MEETING. EXECUTION
AND DELIVERY OF AN AGENT DESIGNATION WILL NOT OBLIGATE YOU IN ANY WAY TO SELL
YOUR SHARES PURSUANT TO THE OFFER OR ANY OTHER OFFER. A VALIDLY EXECUTED AND
UNREVOKED AGENT DESIGNATION AUTHORIZES THE DESIGNATED AGENTS (I) TO CALL THE
SPECIAL MEETING, (II) TO CAUSE THE DATE THEREOF TO BE FIXED AND NOTICE THEREOF,
OR OF ANY ADJOURNMENT THEREOF, TO BE GIVEN, (III) TO CAUSE THE SPECIAL MEETING
RECORD DATE, OR A RECORD DATE FOR ANY ADJOURNMENT OF THE SPECIAL MEETING, TO BE
FIXED, AND (IV) TO EXECUTE ALL RIGHTS OF REQUISITE HOLDERS INCIDENTAL TO CALLING
AND CONVENING THE SPECIAL MEETING. TO VOTE ON THE MATTERS TO BE BROUGHT BEFORE
THE SPECIAL MEETING YOU MUST VOTE BY PROXY OR IN PERSON AT THE SPECIAL MEETING.
TO ACCEPT THE OFFER YOU MUST FOLLOW THE PROCEDURES SET FORTH IN THE OFFER TO
PURCHASE.
Luxottica and certain of its affiliates attempted to establish a record
date for the determination of holders of Shares entitled to execute Agent
Designations (a "Record Date"). However, in connection with litigation
between Luxottica, Purchaser and U.S. Shoe pending in the United States
District Court for the Southern District of Ohio, Eastern Division (the "Ohio
District Court"), the Ohio District Court issued an oral opinion that Luxottica
and certain of its affiliates could not establish a Record Date pursuant to the
ORC and issued an order permanently enjoining Luxottica and such affiliates from
making any public statement that they could establish a Record Date. Therefore,
Luxottica and Purchaser are soliciting Agent Designations pursuant to this
Solicitation Statement without a Record Date, and the Designated Agents
will call the Special Meeting pursuant to Agent Designations executed by
persons who remain shareholders of record on the date of such call.
The tender of Shares pursuant to the Offer does not constitute the grant to
Luxottica or Purchaser of any rights to execute Agent Designations with
respect to the tendered Shares until such time as such Shares are accepted for
payment by Purchaser. Accordingly, it is important that you execute an Agent
Designation even if you tender such Shares pursuant to the Offer.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can execute an Agent Designation for such
Shares and will do so only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute the GOLD Agent Designation.
If Purchaser should terminate, or materially amend the terms of, the Offer
prior to the delivery of the Request to a U.S. Shoe officer, Luxottica or
Purchaser will disseminate such information regarding such changes to U.S. Shoe
shareholders and, in appropriate circumstances, will provide U.S. Shoe
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shareholders with a reasonable opportunity to revoke their Agent Designations
prior to the date when the Request is delivered to a U.S. Shoe officer.
SPECIAL MEETING PROPOSALS
REMOVAL OF CURRENT DIRECTORS AND ELECTION OF NEW DIRECTORS
At the Special Meeting, Luxottica intends to propose that all incumbent
directors of U.S. Shoe be removed from office. The Articles of Incorporation and
Regulations of U.S. Shoe provide that there shall be not less than nine (9) nor
more than seventeen (17) directors of U.S. Shoe. According to publicly available
information, U.S. Shoe currently has eleven (11) directors on its Board of
Directors. The persons appointed by the proxy to be solicited by Luxottica and
Purchaser for the Special Meeting would vote the Shares represented by such
proxies in favor of this proposal to remove all of the directors of U.S. Shoe.
Luxottica also intends to propose that its nominees (the "Luxottica
Nominees") be elected as directors of U.S. Shoe to fill all of the vacancies
created by the removal of the incumbent U.S. Shoe directors, each to hold office
until a successor has been elected and qualified or until death, resignation or
removal.
The Regulations of U.S. Shoe provide that the vote of shareholders required
to remove any director or the entire Board of Directors, without assigning
cause, and to elect replacement directors is the affirmative vote of not less
than two-thirds of the total number of outstanding Shares.
The laws of the State of Ohio, under which U.S. Shoe is organized, provide
for cumulative voting for the election of directors if any shareholder gives
notice in writing to the President, a Vice President or the Secretary of U.S.
Shoe, not less than 48 hours before the time fixed for holding the meeting, that
such shareholder desires that the voting for the election of directors shall be
cumulative, provided that announcement of the giving of such notice is made upon
the convening of the meeting by the Chairman or the Secretary of U.S. Shoe or by
or on behalf of such shareholder. Each shareholder shall then have the right to
vote his or her Shares cumulatively at the election; that is, each shareholder
shall be entitled to as many votes as shall equal the number of Shares held by
such shareholder on the Special Meeting Record Date multiplied by the number of
directors to be elected. A shareholder may cast all such cumulative votes for a
single nominee or may allocate them among as many nominees as that shareholder
sees fit. If voting for directors at the Special Meeting is cumulative, then
more votes than described in the preceding paragraph may be required to elect
all of the Luxottica Nominees as directors.
THE LUXOTTICA NOMINEES WILL, SUBJECT TO THEIR FIDUCIARY DUTIES, SEEK TO GIVE
ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT PURCHASER'S OFFER. ACCORDINGLY, THE
EXECUTION OF AN AGENT DESIGNATION WILL ALLOW SHAREHOLDERS TO CONSIDER AND VOTE
FOR THE LUXOTTICA NOMINEES AND WILL ENHANCE YOUR CHANCES OF BEING ABLE TO TAKE
ADVANTAGE OF THE OFFER.
AMENDMENT OF THE REGULATIONS OF U.S. SHOE
If the Section 831 Approval has not been obtained or Purchaser has not
otherwise been satisfied, in its sole discretion, that Section 831 is invalid or
inapplicable to the acquisition of Shares pursuant to the Offer by the date of
the Special Meeting, Luxottica proposes to amend the Regulations of U.S. Shoe by
adding the following Article XIV to U.S. Shoe's Regulations:
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ARTICLE XIV
CONTROL SHARE ACQUISITION STATUTE NOT APPLICABLE
Section 1701.831 of the Ohio Revised Code does not apply to
"control share acquisitions" (as such term is defined in division
(Z)(1) of Section 1701.01 of the Ohio Revised Code) of shares of
the corporation."
The Regulations of U.S. Shoe require the affirmative vote of a majority of
the total number of outstanding Shares to approve this amendment to the
Regulations.
ADJOURNMENT OF MEETING AND OTHER MATTERS
Luxottica and Purchaser also anticipate requesting, in the proxy
solicitation relating to the Special Meeting, authority to initiate and vote for
a proposal to adjourn the Special Meeting to allow the solicitation of
additional votes, if necessary, to approve the Special Meeting Proposals.
Neither Luxottica nor Purchaser currently anticipates additional Special Meeting
Proposals on any substantive matters. However, Luxottica and Purchaser may elect
to cause additional Special Meeting Proposals to be identified in the notice of,
and in the proxy materials for, the Special Meeting.
IF LUXOTTICA AND PURCHASER DO NOT OBTAIN SUFFICIENT AGENT DESIGNATIONS TO
CALL THE SPECIAL MEETING AND IF THE SPECIAL MEETING PROPOSALS ARE NOT APPROVED
BY U.S. SHOE SHAREHOLDERS, IT IS LESS LIKELY THAT CERTAIN CONDITIONS TO THE
OFFER WILL BE SATISFIED AND THAT SHARES WILL BE ACCEPTED FOR PAYMENT PURSUANT TO
THE OFFER. IN SUCH EVENT, LUXOTTICA AND PURCHASER MAY EITHER (I) TERMINATE THE
OFFER OR (II) CONTINUE TO PURSUE THE OFFER AND THE SATISFACTION OF THE
CONDITIONS TO THE OFFER THROUGH LITIGATION AND OTHER MEANS. SEE "TERMS AND
CONDITIONS OF THE OFFER" BELOW.
BACKGROUND OF PROPOSED ACQUISITION
As set forth in the Offer to Purchase, during telephone calls in December,
1994 and a meeting in January, 1995, Luxottica and its financial advisor
indicated to senior management of U.S. Shoe and its financial advisor that
Luxottica was interested in exploring the acquisition of U.S. Shoe by means of
an all cash merger transaction involving the payment to U.S. Shoe shareholders
of a price representing a substantial premium above the then current market
value of the Shares, and that Luxottica and its representatives wished to engage
in negotiations with U.S. Shoe and its representatives in order to effectuate
such a transaction. The respective financial advisors of Luxottica and U.S. Shoe
also held several meetings and telephone calls during such period in which
Luxottica's financial advisor reiterated the merger proposal. Luxottica and its
financial advisor also advised U.S. Shoe and its financial advisor that
Luxottica wished to be given access to non-public information concerning U.S.
Shoe's businesses in order to permit Luxottica to offer a fully-valued cash
merger proposal. In the course of these discussions, Luxottica received from
U.S. Shoe a proposed confidentiality agreement that would have provided for
delivery of such non-public information to Luxottica, but Luxottica and U.S.
Shoe did not reach agreement on its terms. After concluding that further
attempts to enter into a mutually satisfactory confidentiality agreement with
U.S. Shoe would be unsuccessful, Luxottica and Purchaser determined to make
their proposal directly to U.S. Shoe's shareholders. Accordingly, Luxottica and
Purchaser commenced the Offer.
Luxottica and its financial advisor have had, during the last few months,
informal conversations with parties that may be interested in purchasing the
footwear and women's apparel divisions of U.S. Shoe. Although Luxottica has not
adopted any firm plans, it presently intends to sell or otherwise dispose of
U.S. Shoe's footwear and women's apparel divisions subject to its obtaining
access to, and conducting a detailed review of, such operations.
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On March 3, 1995, Mr. Claudio Del Vecchio, a Managing Director of Luxottica,
delivered the following letter to Mr. Bannus Hudson, the President and Chief
Executive Officer of U.S. Shoe:
Mr. Bannus B. Hudson
President and Chief Executive Officer
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227
Dear Ban:
As you well know, we have expressed to you on a number of occasions our
strong interest in acquiring The United States Shoe Corporation ("US Shoe").
In a series of telephone calls and meetings beginning in December 1994, we,
along with our financial advisor CS First Boston Corporation ("CS First
Boston"), advised you and other members of senior management of US Shoe and
its financial advisor that Luxottica Group S.p.A. ("Luxottica") was
interested in exploring the acquisition of US Shoe by means of an all cash
merger transaction involving the payment to your shareholders of a price
representing a substantial premium above the then current market value of US
Shoe's common shares. In the course of these conversations, we,
along with CS First Boston, requested access to non-public information
concerning US Shoe so that we could insure that our proposed cash offer
would be fully-valued. In response to our request, US Shoe attempted to
procure a standstill agreement that would preclude Luxottica from proposing
an offer directly to your shareholders for a minimum of two years. We
consider this response to be inconsistent with both our objectives and the
best interests of your shareholders.
We are disappointed by US Shoe's failure to respond satisfactorily to
our proposal to negotiate a merger transaction and our request for access to
non-public information. While we would have preferred to negotiate a
transaction with you, we feel that we have no choice but to present a
proposal directly to your shareholders. Accordingly, Luxottica and Luxottica
Acquisition Corp., an indirect wholly-owned subsidiary of Luxottica, are
today commencing a tender offer for all the outstanding common shares (and
the associated preference share purchase rights) of US Shoe at a price of
$24.00 net per share in cash. It is our intention to acquire any shares not
purchased in the tender offer for the same cash consideration pursuant to a
merger. As described in our offering materials, we have received commitments
for all funds necessary to effect the offer.
We believe that an all cash price of $24.00 net per share for all shares
presents an extremely attractive opportunity to US Shoe's shareholders. Over
the past twelve months, US Shoe's common shares have traded as low as $13.50
per share. Our offer represents more than a 75% premium over that price and
a 28% premium over yesterday's reported closing price on the NYSE Composite
Tape.
In light of the attractive terms of our offer, we request that US Shoe's
Board of Directors make appropriate determinations so that the preference
share purchase rights and the restrictions provided in the Ohio Business
Combination Law are rendered inapplicable to our offer and the proposed
merger.
It is our hope that we can proceed toward a transaction with a minimum
of delay. Accordingly, we are prepared to begin immediate negotiations of a
definitive merger agreement
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containing mutually agreeable terms and conditions for an acquisition
transaction at a price of $24.00 net per share.
Sincerely yours,
/s/ Claudio Del Vecchio
Claudio Del Vecchio
Managing Director
On March 16, 1995, the Board of Directors of U.S. Shoe recommended that U.S.
Shoe shareholders reject the Offer. Subsequently, Luxottica communicated to
U.S. Shoe in writing its disappointment in the rejection of the Offer, its
continued belief that the Offer is in the best interests of U.S. Shoe's
shareholders and its desire to discuss any concerns that U.S. Shoe may have with
respect to the Offer directly with U.S. Shoe. On March 23, 1995, Bannus B.
Hudson of U.S. Shoe sent a letter to Claudio Del Vecchio of Luxottica stating:
"If Luxottica is interested in pursuing a transaction in which the value
received by shareholders of U.S. Shoe would be enhanced, we would be prepared
to explore that with you. As with all other interested parties, we would be
prepared to share with Luxottica certain non-public information on the condition
that Luxottica executes and delivers an appropriate confidentiality agreement."
On March 24, 1995, U.S. Shoe's counsel delivered to Luxottica's counsel a
revised form of confidentiality agreement that continues to be unacceptable to
Luxottica because of the restrictions it would impose on Luxottica's conduct
of the Offer, the solicitation of Agent Designations, the solicitation of
proxies for the Section 831 Approval and, generally, Luxottica's right to
communicate with U.S. Shoe and its shareholders.
TERMS AND CONDITIONS OF THE OFFER
As described above, on March 3, 1995, Purchaser commenced the Offer at a
purchase price of $24.00 net per Share in cash. As stated in the Offer to
Purchase, the purpose of the Offer is to acquire control of, and the entire
equity interest in, U.S. Shoe. Luxottica currently intends, as soon as
practicable following consummation of the Offer, to propose and seek to have
U.S. Shoe consummate the Proposed Merger.
The Offer is conditioned, among other things, upon the following:
(1) The Minimum Condition. There must be validly tendered and not
withdrawn prior to the expiration date of the Offer a number of Shares which
constitutes at least two-thirds of the Shares outstanding on a fully diluted
basis on the date of purchase.
(2) The Control Share Condition. The Section 831 Approval shall have
been obtained from U.S. Shoe shareholders or Purchaser shall be satisfied,
in its sole discretion, that Section 831 is invalid or inapplicable to the
Proposed Acquisition.
(3) The Rights Condition. Under the Rights Condition, the Rights must
have been redeemed by the U.S. Shoe Board of Directors or Purchaser must be
satisfied, in its sole discretion, that the Rights have been invalidated or
are otherwise inapplicable to the Offer and to the Proposed Merger. If the
Rights are distributed and become exercisable, each Right will entitle the
registered holder of such Right to purchase from U.S. Shoe one one-hundredth
of a Series A Preference Share, without par value, of U.S. Shoe (the
"Preference Shares") at a price of $200 per one-hundredth of a share (the
"Purchase Price"), subject to adjustment in certain circumstances. According
to publicly available information, if Purchaser were to acquire 20% or more
of the Shares, unless the Rights are redeemed or invalidated or otherwise
inapplicable to the Offer, each holder of record of a Right (other than
Purchaser and its affiliates and associates) will have the right for a
specified period to purchase, upon exercise of such Right at the then
current Purchase Price and in lieu of the Preference Shares, Shares having a
market value of two times the Purchase Price. As a result, the Rights could
make Luxottica's acquisition of U.S. Shoe prohibitively expensive by
severely diluting Purchaser's equity interest and voting power. According to
publicly available information, at any time prior to 5:00 p.m. New York City
Time on the earlier of (i) the time any person, together with all affiliates
or associates of such person, becomes the beneficial owner of 20% or more of
the Shares then outstanding or (ii) April 14, 1996, the Board of Directors
of U.S. Shoe may redeem the Rights in whole, but not in part, at a price of
$0.05 per Right.
(4) The Business Combination Condition. Under the Business Combination
Condition, Purchaser must be satisfied, in its sole discretion, that after
consummation of the Offer the restrictions contained in Chapter 1704 of the
ORC (the "Ohio Business Combination Law") will not apply to
8
<PAGE>
the Proposed Merger. The Ohio Business Combination Law provides that if
Purchaser acquires control of 10% or more of the total voting power of U.S.
Shoe in the election of directors (thereby becoming an "interested
shareholder"), U.S. Shoe may not engage in a "business combination" (defined
to include a variety of transactions, including mergers such as the Proposed
Merger) with Purchaser or any affiliate of Purchaser for three years after
Purchaser becomes an interested shareholder, and the Ohio Business
Combination Law imposes significant restrictions on such transactions
thereafter. The three-year prohibition would not apply to the Proposed
Merger if, among other things, the U.S. Shoe Board of Directors adopts a
resolution approving the Proposed Merger or exempting the Proposed Merger
from the Ohio Business Combination Law, provided that such resolution is
adopted prior to the date that Purchaser becomes an interested shareholder.
(5) The Financing Condition. Under the Financing Condition, Purchaser
must be satisfied, in its sole discretion, that it has obtained sufficient
financing to enable it to consummate the Offer and the Proposed Merger.
Luxottica has entered into a commitment letter, dated March 2, 1995, with
Credit Suisse which provides that, subject to customary conditions and
subject to the execution of definitive documentation and consummation of the
Offer by July 3, 1995, Credit Suisse will provide a credit facility to an
indirect wholly owned subsidiary of Luxottica. Borrowings under the credit
facility will be applied to acquire all of the Shares pursuant to the Offer
and the Proposed Merger and also will be used for working capital and
general corporate purposes.
The Offer is also subject to other terms and conditions which are described
in the Offer to Purchase and the related Letter of Transmittal, copies of which
are available from MacKenzie Partners, Inc. at the address and telephone number
set forth on the back cover of this Solicitation Statement. As described above,
Luxottica and Purchaser urge you to obtain a copy of the Offer to Purchase, the
Letter of Transmittal and other Offer documents.
With respect to the Control Share Condition, Luxottica and Purchaser have
delivered to U.S. Shoe an acquiring person statement pursuant to Section 831 and
have commenced the solicitation of proxies under a separate proxy statement to
obtain the Section 831 Approval. In addition, Luxottica and Purchaser brought an
action (the "Ohio Litigation") for declaratory and other relief on March 3, 1995
in the Ohio District Court seeking, among other things, an order declaring
that provisions of Section 1701.01 (CC)(2) of the ORC, which impair the
voting rights of certain "interested shares" at the 831 Meeting, are
unconstitutional or otherwise invalid as such provisions may be applied to
the Offer. On March 16, 1995, the Ohio District Court issued a
preliminary injunction enjoining U.S. Shoe and the State of Ohio from applying
to the Offer the provisions of Section 1701.01 (CC)(2) of the ORC.
With respect to the Rights Condition and the Business Combination Condition,
Luxottica and Purchaser requested in the Offer to Purchase that the U.S. Shoe
Board of Directors satisfy the Rights Condition by redeeming the Rights and
satisfy the Business Combination Condition by adopting a resolution providing
that the Ohio Business Combination Law is inapplicable to the acquisition of
Shares pursuant to the Offer or the Proposed Merger. To the knowledge of
Luxottica and Purchaser, the U.S. Shoe Board of Directors has to date refused to
take any such action. The Ohio Litigation also seeks an order declaring that
incumbent directors of U.S. Shoe have breached their fiduciary duties by failing
to redeem the Rights or failing to render the Rights inapplicable to the Offer
and to the Proposed Merger. Luxottica and Purchaser expect that the Luxottica
Nominees will, if elected at the Special Meeting, and subject to their fiduciary
duties, (i) either redeem the Rights or take such other appropriate action as
shall result in the satisfaction of the Rights Condition and (ii) either adopt a
resolution providing that the Ohio Business Combination Law is not applicable to
the acquisition of Shares pursuant to the Offer and the Proposed Merger or take
such other appropriate action as shall result in the satisfaction of the
Business Combination Condition.
9
<PAGE>
SOLICITATION OF AGENT DESIGNATIONS
Agent Designations may be solicited by mail, telephone or telecopier and in
person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of Luxottica or Purchaser, none of whom will
receive additional compensation for such solicitations. Luxottica has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of its solicitation materials to the beneficial owners of the Shares
they hold of record. Luxottica will reimburse these record holders for customary
clerical and mailing expenses incurred by them in forwarding these materials to
their customers.
Luxottica has retained MacKenzie Partners, Inc. ("MacKenzie Partners") for
solicitation and advisory services in connection with this solicitation of Agent
Designations. MacKenzie Partners will be paid an aggregate fee of approximately
$125,000 for acting (a) as proxy solicitor in connection with (i) this
solicitation of Agent Designations, (ii) the solicitation of proxies for the
Special Meeting if it is called and (iii) the solicitation of proxies for the
Section 831 Approval, and (b) as Information Agent in connection with the Offer.
MacKenzie Partners may also receive additional reasonable and customary
compensation for providing additional advisory services in connection with this
solicitation of Agent Designations and the other proxy solicitations described
in this paragraph. Luxottica has also agreed to reimburse MacKenzie Partners for
its reasonable out-of-pocket expenses and to indemnify MacKenzie Partners
against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. MacKenzie Partners will solicit Agent
Designations from individuals, brokers, banks, bank nominees and other
institutional holders.
CS First Boston Corporation ("CS First Boston") is acting as Dealer Manager
in connection with the Offer and as Luxottica's exclusive financial advisor with
respect to the proposed acquisition of U.S. Shoe and certain financial advisory
services in connection with potential divestitures that may occur thereafter.
Luxottica has agreed to pay CS First Boston a financial advisory fee of $250,000
(the "Advisory Fee"); a negotiation fee of $750,000 (the "Negotiation Fee"),
payable upon presentation to U.S. Shoe of a written proposal to effect the
acquisition of U.S. Shoe by Luxottica or the commencement of substantive
negotiations in connection with such acquisition; an implementation fee of
$1,000,000 (the "Implementation Fee"), payable upon the earlier of the
commencement of the Offer, the mailing to U.S. Shoe shareholders of a
shareholder proxy statement or the date Luxottica's intention to pursue the
acquisition of U.S. Shoe becomes a matter of public knowledge; and an
acquisition fee (the "Acquisition Fee") of $10,000,000 payable (i) in the case
of a tender offer, upon the acquisition by Luxottica of two-thirds (or, in
certain cases, 50%) or more of the Shares or (ii) in the case of a merger,
acquisition or transfer to Luxottica of all or substantially all of U.S. Shoe's
assets, or other form of acquisition or investment transaction, or the
acquisition of U.S. Shoe's optical business, upon the closing of the
transaction. The payment of each of the Advisory Fee, the Negotiation Fee and
the Implementation Fee shall be credited against the Acquisition Fee. Luxottica
has also agreed to reimburse CS First Boston (in its capacity as Dealer Manager
and financial advisor) for all out-of-pocket expenses incurred by CS First
Boston, including the fees and expenses of its counsel, and to indemnify CS
First Boston and certain related persons and entities against certain
liabilities and expenses in connection with its engagement, including certain
liabilities under the federal securities laws.
Luxottica has agreed to provide CS First Boston with the first opportunity
to act as exclusive financial advisor, sole arranger and sole underwriter or
placement agent for any offering or placement of debt or equity securities which
relates to the acquisition of U.S. Shoe or its assets by Luxottica or its
affiliates. CS First Boston has from time to time rendered, and continues to
render, various investment banking and other advisory services to Luxottica and
its affiliates for which it is paid its customary fees. In connection with CS
First Boston's engagement as financial advisor, Luxottica anticipates that
employees of CS First Boston may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are U.S. Shoe shareholders for the purpose of assisting in the solicitation of
Agent Designations as well as for the solications of proxies for the Section 831
Approval and if called, proxies for the Special Meeting. CS First Boston will
not receive
10
<PAGE>
any fee for or in connection with such solicitation activities apart from the
fees which it is otherwise entitled to receive as described above. CS First
Boston is an affiliate of Credit Suisse. Luxottica has obtained a commitment
letter from Credit Suisse committing Credit Suisse to provide a credit facility
to an indirect wholly owned subsidiary of Luxottica which will provide financing
for the Offer and the Proposed Merger, as well as for working capital and other
general corporate purposes. Credit Suisse will be paid its customary fees for
such commitment.
The entire expense of soliciting Agent Designations is being borne by
Luxottica or a direct or indirect subsidiary of Luxottica. Neither Luxottica nor
any such subsidiary will seek reimbursement for such expenses from U.S. Shoe.
Costs incidental to these solicitations of Agent Designations include
expenditures for printing, postage, legal and related expenses and are expected
to be approximately $750,000. Total costs incurred to date in furtherance of or
in connection with these solicitations of Agent Designations are approximately
$200,000.
SHAREHOLDER PROPOSALS
Any notice of a qualified shareholder submitting a proposal for the 1995
Annual Meeting of Shareholders of the Company must have been in proper form and
must have been received by U.S. Shoe no later than December 22, 1994.
OTHER INFORMATION
Luxottica is a world leader in the design, manufacture and marketing of high
quality eyeglass frames in the mid and premium price categories. The principal
address of Luxottica is Via Valcozzena 10, 32021 Agordo (Belluno), Italy.
Purchaser was incorporated in Delaware on March 1, 1995 for the purpose of
acquiring U.S. Shoe and has engaged in no activities to date other than those
incidental to its organization and the proposed acquisition of U.S. Shoe. The
principal address of Purchaser is 1209 Orange Street, Wilmington, Delaware
19801, c/o The Corporation Trust Company. Certain information about the
directors and executive officers of Luxottica and Purchaser and certain
employees and other representatives of Luxottica who may also assist MacKenzie
Partners in soliciting proxies is set forth in the attached Schedule I. Schedule
II sets forth certain information relating to Shares owned by Luxottica,
Purchaser, their directors and executive officers, such employees and other
representatives and certain transactions between any of them and U.S. Shoe.
Schedule III sets forth certain information, as made available in public
documents, regarding Shares held by U.S. Shoe's principal shareholders and by
its management.
THIS SOLICITATION STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES
NOR AN OFFER WITH RESPECT THERETO. PURCHASER'S OFFER IS BEING MADE ONLY BY MEANS
OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, AS FILED WITH THE
COMMISSION.
PLEASE INDICATE YOUR SUPPORT OF PURCHASER'S OFFER BY COMPLETING, SIGNING AND
DATING THE ENCLOSED GOLD AGENT DESIGNATION AND RETURNING IT PROMPTLY TO
LUXOTTICA GROUP S.P.A., C/O MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW
YORK, NEW YORK 10010, IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE
ENVELOPE IS MAILED IN THE UNITED STATES.
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
March __, 1995
11
<PAGE>
SCHEDULE I
The following table sets forth the name, business address and principal
occupation or employment of (i) each Director and executive officer of Luxottica
and Purchaser and (ii) certain employees and other representatives who may also
assist MacKenzie Partners in soliciting proxies from U.S. Shoe shareholders.
Unless otherwise noted, each person's business address is Via Valcozzena 10,
32021 Agordo (Belluno), Italy. Directors are indicated with an asterisk.
Luxottica S.p.A. and La Meccanoptica Leonardo S.p.A. ("La Meccanoptica") are
wholly owned subsidiaries of Luxottica and are principally responsible for the
design and manufacture of Luxottica's product lines. Avante-Garde Optics, Inc.
is a wholly owned subsidiary of Luxottica and is principally involved in the
distribution of Luxottica's product lines.
DIRECTORS AND EXECUTIVE OFFICERS OF LUXOTTICA AND PURCHASER
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
- ------------------------------------ -----------------------------------------------------
<S> <C>
Leonardo Del Vecchio*............... Chairman of the Board and Chief Executive Officer of
Luxottica; and Chairman of the Board and Chief
Executive Officer of Purchaser.
Luigi Francavilla*.................. A Managing Director and the Chief Operating Officer
of Luxottica; Managing Director of Luxottica S.p.A.
Claudio Del Vecchio*................ A Managing Director of Luxottica; Executive Vice
Avant-Garde Optics, Inc. President of Avant-Garde Optics, Inc.; and Director
44 Harbor Park Drive and President and Secretary of Purchaser.
Port Washington, New York 11050
Roberto Chemello*................... A Managing Director of Luxottica.
Lucio Rondelli*..................... Chairman of G.T.B. Spa (the company which operates
the computerized trading system of the Italian Stock
Exchange); ARCA Spa (a private mutual fund manager);
ARCA Merchant Spa (a merchant bank); and CENTRO SIM
(a private brokerage company).
Tancredi Bianchi*................... Professor of Credit and Banking at the Bocconi
University.
Armando De Pellegrin................ Technical General Manager of Luxottica S.p.A.
Giancarlo Bertazzo.................. Production General Manager of La Meccanoptica.
Giuseppe Vignato.................... Administrative General Manager of Luxottica.
Enrico Pizzoni...................... Manager of Export Sales of Luxottica S.p.A.
Umberto Soccal...................... Manager of Information Systems of Luxottica.
Henry Sand.......................... Senior Vice President--Sales and Marketing of Avant-
Avant-Garde Optics, Inc. Garde Optics, Inc.
44 Harbor Park Drive
Port Washington, New York 11050
Julien Millet....................... Vice President--Operations of Avant-Garde Optics,
Avant-Garde Optics, Inc. Inc.
44 Harbor Park Drive
Port Washington, New York 11050
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
- ------------------------------------ -----------------------------------------------------
<S> <C>
Susi Belli.......................... Marketing Manager of Luxottica; and Manager of
Investor Relations and Public Relations of Luxottica.
Michael A. Boxer.................... General Counsel and Director of Business Affairs of
Avant-Garde Optics, Inc. Avant- Garde Optics, Inc.; and General Counsel and
44 Harbor Park Drive Assistant Secretary of Purchaser.
Port Washington, New York 11050
</TABLE>
CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF LUXOTTICA
WHO MAY ALSO SOLICIT PROXIES
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
- ------------------------------------ -----------------------------------------------------
<S> <C>
Leonardo Del Vecchio................ Chairman of the Board and Chief Executive Officer of
Luxottica; and Chairman of the Board and Chief
Executive Officer of Purchaser.
Claudio Del Vecchio................. A Managing Director of Luxottica; Executive Vice
Avant-Garde Optics, Inc. President of Avant-Garde Optics, Inc.; and a Director
44 Harbor Park Drive and President and Secretary of Purchaser.
Port Washington, New York 11050
Susi Belli.......................... Marketing Manager of Luxottica; and Manager of
Investor Relations and Public Relations of Luxottica.
Michael Boxer....................... General Counsel and Director of Business Affairs of
Avant-Garde Optics, Inc. Avant- Garde Optics, Inc.; and General Counsel and
44 Harbor Park Drive Assistant Secretary of Purchaser.
Port Washington, New York 11050
D. Scott Lindsay.................... Managing Director, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Gail Zauder......................... Director, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Debora Del Favero................... Vice President, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Minh Do............................. Analyst, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
</TABLE>
I-2
<PAGE>
SCHEDULE II
SHARES HELD BY LUXOTTICA, PURCHASER, THEIR
DIRECTORS AND EXECUTIVE OFFICERS, CERTAIN
EMPLOYEES AND OTHER REPRESENTATIVES OF LUXOTTICA
On the date hereof, (i) Avant-Garde Optics, Inc., a New York corporation and
a wholly owned subsidiary of Luxottica, beneficially and of record owns 31,375
Shares, which were purchased as follows: 5,675 shares on November 7, 1994,
11,400 Shares on November 8, 1994, 11,400 Shares on November 10, 1994 and 2,900
Shares on November 14, 1994; (ii) Avant-Garde Optics, Inc.'s Employee Profit
Sharing Plan beneficially owns 6,700 Shares, which were purchased on October 28,
1994; (iii) Avant-Garde Optics, Inc.'s Employee Pension Plan beneficially owns
1,500 Shares, which were purchased on October 28, 1994; and (iv) Mr. Claudio Del
Vecchio, the Executive Vice President of Avant-Garde Optics, Inc. and a Managing
Director of Luxottica, and his wife beneficially and of record own, as joint
tenants, 5,100 Shares which were purchased as follows: 700 Shares on February
13, 1992, 800 Shares on February 25, 1993, 1,600 Shares on October 27, 1994 and
2,000 Shares on October 28, 1994. The business address of each such person and
entity is 44 Harbor Park Drive, Port Washington, New York 11050. No part of the
purchase price or market value of any of the Shares described in this paragraph
was represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such Shares.
Except as disclosed above, none of Luxottica, Purchaser or their Directors
or executive officers owns any securities of U.S. Shoe, beneficially or of
record, has entered into any purchase or sale of any such securities within the
past two years or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to any Shares. Except
as disclosed in this solicitation statement, to the best knowledge of Luxottica,
Purchaser and their Directors or executive officers, none of their associates
beneficially owns, directly or indirectly, any securities of U.S. Shoe.
In the ordinary course of its business, CS First Boston may trade the
securities of U.S. Shoe for its own account and the accounts of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of March __, 1995, CS First Boston held a net long position of
less than 1% of the Shares.
II-1
<PAGE>
SCHEDULE III
PRINCIPAL SHAREHOLDERS OF U.S. SHOE AND SHAREHOLDINGS
OF U.S. SHOE'S MANAGEMENT
Set forth below is information regarding Shares owned by (i) those persons
owning more than 5% of the outstanding Shares and (ii) directors and executive
officers of U.S. Shoe as a group. Such information is derived from U.S. Shoe's
proxy statement for its 1994 Annual Meeting of Shareholders and subsequent
filings on Schedule 13D and Schedule 13G, as described in the footnotes below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
SHAREHOLDERS OWNERSHIP(A) CLASS
- ----------------------------------------------------------- ----------------- ----------
<S> <C> <C>
Mellon Bank Corporation.................................... 4,678,000(b) 10.09%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Boston Group Holdings, Inc. ............................... 4,307,000(c) 9.29%
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Boston Company, Inc. .................................. 4,307,000(d) 9.29%
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Prudential Insurance Company of America................ 3,168,000(e) 6.8%
Prudential Plaza
Newark, New Jersey 07102
Sasco Capital, Incorporated................................ 2,971,200(f) 6.4%
10 Sasco Hill Road
Fairfield, Connecticut 06430
The Boston Company Asset Management, Inc. ................. 2,866,000(g) 6.18%
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Leon G. Cooperman.......................................... 2,678,100(h) 5.8%
c/o Omega Advisors, Inc.
88 Pine Street
Wall Street Plaza--31st Floor
New York, New York 10005
All directors and executive officers as a group (23
persons)................................................. 993,302(i)(j)(k) 2.13%
</TABLE>
- ------------
<TABLE>
<C> <S>
(a) The 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.
(b) Mellon Bank Corporation has reported (in Amendment No. 3 to Schedule 13G dated March 8,
1995 and filed with the Commission) that at that date it had sole voting power with
respect to 3,562,000 Shares, shared voting power with respect to 20,000 Shares, sole
dispositive power with respect to 3,919,000 Shares and shared dispositive power with
respect to 759,000 Shares.
(c) Boston Group Holdings, Inc. has reported (in Amendment No. 3 to Schedule 13G dated
March 8, 1995 filed by Mellon Bank Corporation with the Commission) that at that date
it had sole voting power with respect to 3,251,000 Shares, sole dispositive power with
respect to 3,760,000 Shares and shared dispositive power with respect to 547,000
Shares.
</TABLE>
(Footnotes continued on following page)
III-1
<PAGE>
(Footnotes continued from preceding page)
<TABLE>
<C> <S>
(d) The Boston Company, Inc. has reported (in Amendment No. 3 to Schedule 13G dated March
8, 1995 filed by Mellon Bank Corporation with the Commission) that at that date it had
sole voting power with respect to 3,251,000 Shares, sole dispositive power with respect
to 3,760,000 Shares and shared dispositive power with respect to 547,000 Shares.
(e) The Prudential Insurance Company of America has reported (in Amendment No. 1 to Sched-
ule 13G dated February 2, 1995 and filed with the Commission) that as of December 31,
1994, it had sole voting power with respect to 265,600 Shares, sole dispositive power
with respect to 265,600 Shares, shared voting power with respect to 2,902,400 Shares
and shared dispositive power with respect to 2,902,400 shares.
(f) Sasco Capital, Incorporated has reported (in a Schedule 13G dated February 3, 1995 and
filed with the Commission) that at that date it had sole voting power with respect to
1,519,300 Shares and sole dispositive power with respect to 2,971,200 Shares.
(g) The Boston Company Asset Management, Inc. has reported (in Amendment No. 3 to Schedule
13G dated March 8, 1995 filed by Mellon Bank Corporation with the Commission) that at
that date it had sole voting power with respect to 1,810,000 Shares, sole dispositive
power with respect to 2,791,000 Shares and shared dispositive power with respect to
75,000 shares.
(h) Leon G. Cooperman has reported (in a Schedule 13D dated March 3, 1995 and filed with
the Commission) that at that date he had sole voting power with respect to 2,014,300
Shares, shared voting power with respect to 663,800 Shares, sole dispositive power with
respect to 2,014,300 Shares and shared dispositive power with respect to 663,800
Shares.
(i) Includes Shares subject to outstanding options under U.S. Shoe's stock option plans.
The percentage shown in the table is calculated on the basis that outstanding shares
includes Shares subject to outstanding options under U.S. Shoe's stock option plans
that are exercisable by directors and officers within 60 days, in addition to the
number of shares actually outstanding.
(j) Includes restricted Shares granted under U.S. Shoe's 1988 Employee Incentive Plan which
total 78,030 for all directors and executive officers as a group.
(k) Includes Shares in which the reporting person disclaims beneficial ownership. Such
amount is 5,133 for all directors and executive officers as a group, which amount is
owned by certain executive officers' spouses.
</TABLE>
Except as otherwise noted, the information concerning U.S. Shoe in this
Proxy Statement has been taken from or is based upon documents and records on
file with the Commission and other publicly available information. Neither
Purchaser nor Luxottica takes any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by U.S. Shoe or any other third party to disclose events that may
have occurred and may affect the significance or accuracy of any such
information but which are unknown to Purchaser and Luxottica.
III-2
<PAGE>
IMPORTANT
Your Agent Designation is important. No matter how many Shares you own,
please give Luxottica your Agent Designation by:
SIGNING the enclosed GOLD Agent Designation,
DATING the enclosed GOLD Agent Designation, and
MAILING the enclosed GOLD Agent Designation TODAY in the envelope provided
(no postage is required if mailed in the United States).
If you have any questions, would like a copy of the Offer to Purchase, the
Letter of Transmittal and related documents, or require any additional
information concerning this Solicitation Statement or the Offer, please contact
MacKenzie Partners at the address set forth below. If any of your Shares are
held in the name of a brokerage firm, bank, bank nominee or other institution,
only it can execute the Agent Designation. Accordingly, please contact the
person responsible for your account and instruct that person to execute the GOLD
Agent Designation.
[LOGO]
156 Fifth Avenue
New York, New York 10010
Toll free: 1-800-322-2885
In New York: 1-212-929-5500 (call collect)
<PAGE>
PRELIMINARY MATERIALS DATED MARCH 27, 1995
FOR THE USE OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
THIS AGENT DESIGNATION IS SOLICITED BY LUXOTTICA GROUP S.P.A. AND LUXOTTICA
ACQUISITION CORP. FOR THE APPOINTMENT OF DESIGNATED AGENTS
Each of the undersigned hereby constitutes and appoints Daniel H. Burch, Mark
H. Harnett and Jeanne M. Carr, and each of them, with full power of
substitution, the proxies and agents of each of the undersigned (said proxies
and agents, together with each substitute appointed by any of them, if any,
collectively, the "Designated Agents") in respect of all Common Shares, without
par value, of The United States Shoe Corporation ("U.S. Shoe") owned by the
undersigned to do any or all of the following, to which each of the undersigned
hereby consents:
1. To take all such action as shall be necessary or appropriate to call (BUT NOT
TO VOTE AT) a special meeting of the shareholders of U.S. Shoe (the "Special
Meeting") for the following purposes:
A. To consider and vote upon a proposal to remove all of the incumbent
Directors of U.S. Shoe, and to elect new directors to fill the vacancies
resulting from such removal.
B. To consider and vote upon a proposal to amend the Regulations of U.S.
Shoe, to provide that Section 1701.831 ("Section 831") of the Ohio Revised Code
(the "ORC") does not apply to "control share acquisitions" (as defined in
division (Z)(1) of Section 1701.01 of the ORC) of Common Shares, without par
value, of U.S. Shoe (the "Shares"), unless either (i) the shareholders of U.S.
Shoe have authorized, in accordance with Section 831, the acquisition (the
"Proposed Acquisition") of Shares of U.S. Shoe by Luxottica Acquisition Corp. as
described in Luxottica Acquisition Corp.'s Offer to Purchase dated March 3,
1995, as amended from time to time or (ii) Luxottica Acquisition Corp. is
otherwise satisfied, in its sole discretion, that Section 831 is invalid or
inapplicable to the Proposed Acquisition.
C. To consider and vote upon any other matter that properly comes before the
Special Meeting.
2. To request, in a writing delivered either in person or by registered mail to
the President or the Secretary of U.S. Shoe, that such officer forthwith
cause to be given, to U.S. Shoe shareholders entitled thereto, notice of the
Special Meeting to be held on a date not less than seven nor more than sixty
days after the receipt of such request, as such officer may fix; and if such
notice is not given within fifteen days after the delivery or mailing of such
request, to fix the time of the Special Meeting and to give notice thereof as
provided in division (A) of Section 1701.41 of the ORC, or to cause such
notice to be given by any designated representative.
3. To request that the Board of Directors of U.S. Shoe fix a record date for the
determination of the shareholders of U.S. Shoe, who are entitled to receive
notice of and to vote at the Special Meeting, within such period as the
Designated Agents may request and, if the Board of Directors of U.S. Shoe
fails or refuses to fix such record date within such time, to fix a record
date for such purpose, subject to the limitations set forth in division (A)
of Section 1701.45 of the ORC.
[THIS APPOINTMENT OF DESIGNATED AGENTS CONTINUED ON REVERSE]
<PAGE>
4. If the Designated Agents duly fix the record date for the Special Meeting,
then also to fix another record date for any adjournment of the Special
Meeting, subject to the limitations set forth in division (A) of Section
1701.45 of the ORC, and to the extent and in the manner provided by the ORC,
to give notice thereof and of the date to which the Special Meeting shall
have been adjourned to U.S. Shoe shareholders of record as of said new record
date in accordance with the same requirements as those applying to a meeting
newly called.
5. To exercise any and all of the other rights of each of the undersigned
incidental to (i) calling the Special Meeting, (ii) causing notice of the
Special Meeting and any adjournment thereof to be given to U.S. Shoe
shareholders, (iii) causing a record date to be fixed for the determination
of U.S. Shoe shareholders entitled to notice of and to vote at the Special
Meeting and at any adjournment thereof, and (iv) causing the purposes of the
authority expressly granted hereinabove to the Designated Agents to be
carried into effect; provided, however, that NOTHING CONTAINED IN THIS
INSTRUMENT SHALL BE CONSTRUED TO GRANT TO THE DESIGNATED AGENTS THE RIGHT,
POWER OR AUTHORITY TO VOTE ANY SHARES OWNED BY THE UNDERSIGNED AT THE SPECIAL
MEETING.
Dated: ________________________, 1995
______________________________________
(Signature)
______________________________________
(Signature, if jointly held)
Title: _______________________________
Please sign exactly as name
appears hereon. When Shares
are held by joint tenants,
both should sign. When signing
as an attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign
in full corporate name by
President or other authorized
officer. If a partnership,
sign in partnership name by
authorized person.
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PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY TO LUXOTTICA GROUP S.p.A., C/O
MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, IN THE
ENCLOSED ENVELOPE.
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