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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. 8)
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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. 8 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.
8. 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:
Control Share Acquisition Act Meeting. On April 20, 1995, the
Company and Luxottica issued a joint Press Release announcing
that when the special meeting of the Company's shareholders held
pursuant to the Control Share Acquisition Act is convened on Friday,
April 21, the Company and Luxottica will jointly move to adjourn such
special meeting to a later date to be announced at the special
meeting (the "April 20 Press Release"). A copy of the April 20
Press Release is filed as Exhibit 34 hereto and is incorporated
herein by reference. The foregoing description of the April 20
Press Release is qualified in its entirety by reference to the text
of the April 20 Press Release.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 34 - Text of the April 20 Press Release.
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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 20, 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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Exhibit 34 Text of the April 20 Press Release
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Exhibit 34
CONTACT: U.S. Shoe Corporation Luxottica Group S.p.A.
Robert M. Burton Felicia Vonella
Director of Corporate Communications Dewe Rogerson Inc.
(513) 527-7471 (212) 688-6840
or
Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
FOR IMMEDIATE RELEASE
U.S. SHOE AND LUXOTTICA GROUP WILL ADJOURN 831 MEETING TO LATER DATE
MILAN, ITALY AND CINCINNATI, OHIO - April 20, 1995 - The
United States Shoe Corporation (NYSE-USR) and Luxottica Group S.p.A. (NYSE-LUX)
today announced that, when the special meeting of shareholders to approve
Luxottica's proposed acquisition of U.S. Shoe shares under Ohio law is convened
on Friday, April 21, they will move jointly to adjourn the meeting to a later
date, which date will be announced at the meeting on April 21.
In accordance with the provisions of applicable Ohio law, U.S. Shoe
shareholders of record at the close of business on Tuesday, March 21, 1995 will
continue to be entitled to vote at the adjourned meeting.
