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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
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THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
THE UNITED STATES SHOE CORPORATION
(Name of Person(s) Filing Statement)
COMMON SHARES, WITHOUT PAR VALUE
(AND ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)
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James J. Crowe, Esq.
Vice President, Secretary and General Counsel
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227-1197
(513) 527-7000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing)
With a copy to:
William F. Henze II, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
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This Amendment No. 6 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed on March 16, 1995, as
previously amended (the "Schedule 14D-9"), by The United States Shoe Corporation
(the "Company"), with respect to the tender offer by Luxottica Acquisition
Corp., an indirect wholly-owned subsidiary of Luxottica Group S.p.A., to
purchase all outstanding common shares, without par value, of the Company,
including associated preference share purchase rights, at a price of $24 per
share (and associated right), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 3, 1995 and in the related Letter of
Transmittal (the "Offer"), as set forth in this Amendment No. 6. All capitalized
terms not otherwise defined herein shall have the meanings assigned thereto in
the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
at the end thereof the following:
The Rights Agreement. Pursuant to the terms of the Rights Agreement,
on April 13, 1995, the Board of Directors adopted a resolution to delay the
occurrence of the Distribution Date until the earliest of (i) the Shares
Acquisition Date, (ii) such date that the Offer, as extended, is next scheduled
to expire and (iii) midnight on April 21, 1995 or such later date as may be
determined by the Board of Directors. On April 14, 1995, Luxottica announced the
extension of the expiration of the Offer to April 28, 1995. Accordingly, the
Rights will not become exercisable or transferable or be distributed apart from
the Shares until the earlier of (i) the Shares Acquisition Date and (ii)
midnight on April 21, 1995 or such later date as may be determined by the Board
of Directors.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 32 - Text of press release issued by the Company, dated
April 14, 1995, regarding the extension of the
Distribution Date under the Rights Agreement.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 14, 1995
THE UNITED STATES SHOE CORPORATION
By: /s/ Bannus B. Hudson
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Name: Bannus B. Hudson
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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32 Text of press release issued by the Company, dated
April 14, 1995, regarding the extension of the
Distribution Date under the Rights Agreement.
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EXHIBIT 32
NEWS RELEASE
Contact: Robert M. Burton
Director of Corporate Communications
(513) 527-7471
FOR IMMEDIATE RELEASE
U.S. SHOE ANNOUNCES EXTENSION OF DISTRIBUTION DATE UNDER ITS RIGHTS AGREEMENT TO
APRIL 21, 1995
CINCINNATI, OHIO, April 14, 1995 - The United States Shoe Corporation
(NYSE:USR) announced today that the Distribution Date under its Rights Agreement
has been further extended until midnight, New York City time, on Friday, April
21, 1995, or such later date as the Board of Directors may determine.
U.S. Shoe is a specialty retailer of women's apparel, optical products and
footwear, operating 2,349 retail outlets and leased departments in the United
States and abroad.
