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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
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LUXOTTICA GROUP S.p.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
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COMMON SHARES, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)
CLAUDIO DEL VECCHIO
44 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
(516) 484-3800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
JONATHAN GOLDSTEIN
WINSTON & STRAWN
175 WATER STREET
NEW YORK, NEW YORK 10038
(212) 269-2500
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* $1,201,654,248
AMOUNT OF FILING FEE** $240,330.85
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* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase of 50,068,927 Common Shares of the Subject Company and the
associated Rights at $24.00 cash per share, which is equal to the sum of (i)
the number of Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Subject Company for the quarter ended October 29, 1994 and (ii)
the number of Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Subject Company for the fiscal year ended January
29, 1994.
** 1/50 of 1% of Transaction Valuation.
X Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $240,330.85
Form or Registration No.: Schedule 14D-1
Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
Date Filed: March 3, 1995
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Page 1 of 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. 19. 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 10. ADDITIONAL INFORMATION
Item 10 is hereby amended to add the following:
(e) On April 20, 1995 the District Court entered an Agreed Order stating
that the parties to the Ohio Litigation are not seeking prompt consideration
by the District Court of any pending motion, and that any party may reactivate
consideration of the pending motions by giving notice to all parties and the
District Court. The foregoing description of the Agreed Order is qualified in
its entirety by reference to the Agreed Order filed as Exhibit (g)(16) hereto.
On April 21, 1995 the Company and Parent issued a joint press release
announcing that the Section 831 Meeting convened on April 21, 1995 had been
adjourned to allow time for the preparation and distribution of revised proxy
materials. The Section 831 Meeting may be further adjourned to permit
dissemination of such proxy materials. The foregoing description of the joint
press release is qualified in its entirety by reference to the joint press
release filed as Exhibit (a)(32) hereto.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following exhibits:
(a)(32) --Text of Joint Press Release issued by Parent and the Company, dated
April 21, 1995.
(g)(16) --Agreed Order entered by the District Court on April 20, 1995.
2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
LUXOTTICA GROUP S.P.A.
Dated: April 21, 1995 By: /s/ Claudio Del Vecchio
..............................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: April 21, 1995 By: /s/ Claudio Del Vecchio
..............................
Claudio Del Vecchio
President
3
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EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(a)(1) --Offer to Purchase, dated March 3, 1995.................................... *
(a)(2) --Letter of Transmittal..................................................... *
(a)(3) --Notice of Guaranteed Delivery............................................. *
(a)(4) --Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees........................................ *
(a)(5) --Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.............................................. *
(a)(6) --Guidelines for Certification of Taxpayer Identification Number on
Substitute
Form W-9.................................................................. *
(a)(7) --Summary Advertisement as published in The Wall Street Journal on March 3,
1995........................................................................ *
(a)(8) --Text of Press Release issued by Parent, dated March 3, 1995............... *
(a)(9) --Preliminary Proxy Statement dated March 6, 1995 of Luxottica Group S.p.A.
and Luxottica Acquisition Corp. for the Special Meeting of Shareholders
under Section 1701.831 of the Ohio Revised Code of The United States Shoe
Corporation, together with the form of Proxy relating thereto, as filed
with the Securities and Exchange Commission on March 6, 1995 and
incorporated herein by reference.
(a)(10) --Preliminary Solicitation Statement dated March 7, 1995 of Luxottica Group
S.p.A. and Luxottica Acquisition Corp. to call a Special Meeting of
Shareholders of The United States Shoe Corporation, together with the form
of Appointment of Designated Agents relating thereto, as filed with the
Securities and Exchange Commission on March 7, 1995 and incorporated
herein by reference.
(a)(11) --Text of Press Release issued by Parent, dated March 9, 1995............... *
(a)(12) --Acquiring Person Statement of Parent and the Purchaser, dated March 3,
1995, pursuant to Section 1701.831 of the Ohio Revised Code, filed with
the Securities and Exchange Commission 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>
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* Previously filed.
4
<PAGE>
<TABLE><CAPTION>
EXHIBIT PAGE
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<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
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, 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.............. *
(a)(26) --Text of Press Release issued by Parent, dated April 2, 1995............... *
(a)(27) --Text of Press Release issued by Parent, dated April 4, 1995 .............. *
(a)(28) --Letter to the Shareholders of The United States Shoe Corporation
dated April 12, 1995, delivered in connection with the solicitation
of proxies for the 831 Meeting, including an enclosure describing
certain recent developments, each as filed with the Securities and
Exchange Commission on April 13, 1995 and incorporated herein by
reference.
(a)(29) --Text of Press Release issued by Parent, dated April 14, 1995............. *
(a)(30) --Text of Joint Press Release issued by Parent and the Company, dated
April 16, 1995............................................................ *
(a)(31) --Text of Joint Press Release issued by Parent and the Company, dated
April 20, 1995............................................................ *
(a)(32) --Text of Joint Press Release issued by Parent and the Company, dated
April 21, 1995............................................................
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse................ *
(b)(2) --Commitment Letter, dated April 19, 1995, from Credit Suisse............... *
(c)(1) --Proposed Confidentiality Agreement among Parent, the Purchaser and
the Company dated March 30, 1995 delivered by Parent's Counsel to
the Company on March 31, 1995............................................. *
(c)(2) --Executed Confidentiality Agreement among Parent, the Purchaser
and the Company dated March 31, 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).......................................... *
</TABLE>
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* Previously filed.
5
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<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(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)............................................ *
(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)......... *
(g)(12) --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 Amended 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 30, 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)......................................... *
(g)(13) --Amended 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 to Third Amended
Complaint and Amended Counterclaim of Defendant The United States
Shoe Corporation Against Plantiffs for Preliminary and Permanent
Injunction for Misstatements and Omissions in SEC Filings and
Tender Offer Materials, filed on April 6, 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).................. *
(g)(14) --Agreed Pre-Hearing Order entered by the District Court on April 7, 1995.. *
(g)(15) --Reply to Second Amended Counterclaim filed by the Luxottica Plaintiffs
on April 11, 1995 in the District Court.................................. *
(g)(16) --Agreed Order entered by the District Court on April 20, 1995.............
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* Previously filed.
</TABLE>
6
[LUXOTTICA GROUP LOGO]
FOR IMMEDIATE RELEASE
For more information, contact:
Robert M. Burton, Director of Corporate Communications, The U.S. Shoe
Corporation, 513-527-7471
Dan Burch, MacKenzie Partners, Inc. Information Agent, 212-929-5748
Felicia Vonella, Dewe Rogerson Inc., at 212-688-6840
THE UNITED STATES SHOE CORPORATION AND LUXOTTICA GROUP
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ADJOURN 831 MEETING TO MAY 5, 1995
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(Cincinnati, Ohio and Milan, Italy, April 21, 1995) -- The United States
Shoe Corporation (NYSE:USR) and Luxottica Group S.p.A. (NYSE:LUX) today
announced that the special meeting of US Shoe's shareholders convened on
Friday, April 21, has been adjourned to allow time for the preparation and
distribution of revised proxy materials in connection with Luxottica's
proposal to acquire all outstanding US Shoe shares. The meeting will
reconvene at 1:00 p.m. on May 5, 1995 at US Shoe's corporate headquarters,
One Eastwood Drive, Cincinnati, Ohio. The meeting may be further adjourned
to permit dissemination of such proxy materials. The purpose of the "831"
meeting, which is required under Ohio law, is to permit shareholders to
vote on the proposed control share acquisition.
Subject to the provisions of applicable Ohio statutes, shareholders of
record at the close of business on Tuesday, March 21, 1995 will continue to
be entitled to vote at the adjourned meeting.
# # #
Exhibit (g)(16)
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
LUXOTTICA GROUP, S.p.A., et al., :
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Plaintiffs, :
v. : Civil Action No. C-2-95-244
THE UNITED STATES SHOE : Judge James L. Graham
CORPORATION, et al.,
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:
Defendants.
:
AGREED ORDER
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Plaintiffs, The United States Shoe Corporation defendants ("U.S.
Shoe"), and the State of Ohio defendants, hereby agree that presently they
are not seeking prompt consideration by the Court of any pending motion,
including the Motion for Immediate Injunctive Relief filed by U.S. Shoe on
April 14, 1995 and U.S. Shoe's Motion to Dismiss Counts Six, Seven and
Eight of plaintiffs' Third Amended Complaint. The parties agree that no
briefs are required to be filed at this time in response to these motions
or any other outstanding motions. By giving written notice to all other
parties and the Court, any party may reactivate consideration of the
pending motions, in which event briefs will be due from the responding
parties on the second business day after the day on which the notice is
received. In the case of the Motion filed on April 14, plaintiffs' brief
will be due at noon on the second business day after notice is received and
the briefs of U.S. Shoe and the State of Ohio defendants will be due at
5:00 p.m. on that day.
IT IS SO ORDERED.
/s/ James L. Graham
-----------------------------------
James L. Graham
UNITED STATES DISTRICT JUDGE
Date: April 20, 1995
--
AGREED:
/s/ Thomas B. Ridgley
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Thomas B.Ridgley (0000910)
VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street
P.O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6229
<PAGE>
Trial Attorney for Plaintiffs
/s/ Joseph J. Dehner, per phone authorization
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Joseph J. Dehner (0011321)
FROST & JACOBS
2500 PNC Center
201 E. Fifth Street
Cincinnati, Ohio 45202
(513) 651-6949
Trial Attorney for U.S. Shoe Defendants
/s/ Daniel A. Malkoff, per phone authorization
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Daniel A. Malkoff (0029917)
Assistant Attorney General
State Office Tower, 26th Floor
30 E. Broad Street
Columbus, Ohio 43215
(614) 466-2980
Trial Attorney for State of Ohio Defendants
