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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. 12)
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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. 12 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 $28 per
share (and associated right), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 3, 1995, as amended and
supplemented, and in the related Letter of Transmittal, as amended and
supplemented (the "Luxottica Offer"), as set forth in this Amendment No. 12. All
capitalized terms not otherwise defined herein shall have the meanings assigned
thereto in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b)(2) of the Schedule 14D-9 is hereby amended and supplemented by
adding at the end thereof the following:
As announced by Luxottica in a press release issued on May 12, 1995
(the "Luxottica May 12 Press Release") the Luxottica Offer expired by its
terms at 5:00 p.m., New York City time, on May 11, 1995, and 45,715,747
Common Shares, representing approximately 97.3% of the total Common Shares
outstanding, were tendered by shareholders of the Company (including
Common Shares subject to guaranteed delivery) prior to the Luxottica
Offer's expiration. At such time, LAC accepted for payment all such
Common Shares. A copy of the text of the Luxottica May 12 Press Release
is filed as Exhibit 50 hereto and is incorporated herein by reference.
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 May 11, 1995, the
Company and Luxottica Group issued a joint press release (the "May 11
Joint Press Release") announcing, among other things, that at the special
meeting of the Company's shareholders held pursuant to the Control Share
Acquisition Act on May 11, 1995, the holders of Common Shares authorized
the proposed control share acquisition by LAC. A copy of the text of the
May 11 Joint Press Release is filed as Exhibit 51 hereto and is
incorporated herein by reference.
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THE RIGHTS AGREEMENT. The Company and State Street Bank and Trust
Company entered into the Fourth Amendment to Rights Agreement ("Fourth
Amendment to the Rights Agreement") dated as of May 10, 1995, which
provides that notwithstanding anything contained in the Rights Agreement
to the contrary, none of the execution or delivery of the Merger
Agreement, the purchase of Common Shares pursuant to the Luxottica Offer,
the Merger or the commencement of the Luxottica Offer or any public
announcement in respect thereof will cause the Distribution Date to occur
or the Rights to become exercisable. The Fourth Amendment to Rights
Agreement is filed as Exhibit 52 hereto and is incorporated herein by
reference. The foregoing description of the Fourth Amendment to Rights
Agreement is qualified in its entirety by reference to the text of the
Fourth Amendment to Rights Agreement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 50 - The Luxottica May 12 Press Release.
Exhibit 51 - The May 11 Joint Press Release.
Exhibit 52 - The Fourth Amendment to 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: May 12, 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 50 - The Luxottica May 12 Press Release.
Exhibit 51 - The May 11 Joint Press Release.
Exhibit 52 - The Fourth Amendment to Rights Agreement.
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EXHIBIT 50
FOR IMMEDIATE RELEASE
For more information, contact:
Mark Harnett, MacKenzie Partners, Inc., Information Agent, 212-929-5748
Felicia Vonella, Dewe Rogerson Inc., 212-688-6840
LUXOTTICA SUCCESSFULLY COMPLETES TENDER OFFER
FOR OUTSTANDING SHARES OF U.S. SHOE
(Milan, Italy, May 12, 1995) - Luxottica Group S.p.A. (NYSE:LUX) announced
today that the $28 per share tender offer of its indirect wholly owned
subsidiary, Luxottica Acquisition Corp., for all outstanding common shares, and
associated preference share purchase rights, of The United States Shoe
Corporation (NYSE:USR) expired by its terms at 5:00 p.m. New York City time, on
May 11, 1995. Luxottica Acquisition Corp. has accepted for payment all shares
validly tendered in the offer. Luxottica said that payment for the tendered
shares would be promptly made to the tendering shareholders.
According to Chemical Bank, the depositary, 45,715,747 common shares,
representing approximately 97.3% of the outstanding common shares of U.S. Shoe,
were tendered by shareholders (including shares subject to guaranteed delivery)
prior to the offer's expiration.
Luxottica Group S.p.A., based in Italy, is a world leader in the design,
manufacture and marketing of high-quality eyeglass frames and sunglasses in the
mid- and premium price categories. Luxottica's products, which are designed
and manufactured in four facilities located in Italy and include over 1,700
styles available in a wide array of colors and sizes.
The United States Shoe Corporation is a specialty retailer of women's apparel,
optical products and footwear, operating approximately 2,400 retail outlets and
leased departments with such familiar names as Easy Spirit, Casual Corner,
Petite Sophisticate, August Max Woman, and Capezio. The LensCrafters optical
retailing business is the world's leading optical retailer with 604 retail
stores.
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EXHIBIT 51
Contact: Robert M. Burton, Director of Corporate Communications
U.S. Shoe Corporation
513-527-7471
Mark Harnett, Information Agent Felicia Vonella
MacKenzie Partners, Inc. Dewe Rogerson, Inc.
212-929-5748 212-688-6840
FOR IMMEDIATE RELEASE
U.S. SHOE SHAREHOLDERS VOTE TO ALLOW LUXOTTICA'S $28 PER SHARE TENDER OFFER TO
PROCEED
LUXOTTICA TENDER OFFER TO EXPIRE TODAY AT 5:00 P.M. EASTERN DAYLIGHT TIME
CINCINNATI, OHIO and MILAN, ITALY May 11, 1995 - The United States
Shoe Corporation (NYSE:USR) and Luxottica Group S.p.A. (NYSE:LUX) announced
today that U.S. Shoe shareholders had voted to approve the proposed acquisition
of U.S. Shoe shares by Luxottica Acquisition Corp. in Luxottica's $28 per share
tender offer. The special meeting of shareholders had been adjourned to today
from Friday, May 5, 1995. Of the 26,799,931 shares voted, 21,983,087, or
approximately 82 percent, voted to authorize the purchase of U.S. Shoe shares
pursuant to the tender offer. The exact results remain subject to certification
by the inspector of elections.
Luxottica's tender offer for U.S. Shoe, which is not expected to be further
extended, is scheduled to expire today at 5:00 p.m., Eastern Daylight Time.
Approval under Section 1701.831 of the Ohio Revised Code was a condition to the
consummation of the outstanding tender offer.
The U.S. Shoe Board of Directors recommended on April 21, 1995 that
shareholders approve the $28 per share offer, which was a revision of the
original $24 per share offer made March 3, 1995 by Luxottica.
"This clears the way for Luxottica to complete its tender offer," said Bannus
B. Hudson, President and CEO of U.S. Shoe. "The offer will allow our
shareholders to realize significant value from their investment. It makes good
on our pledge to enhance shareholder value, which we were confident would occur
and are now pleased to report."
Claudio Del Vecchio, Managing Director of Luxottica Group S.p.A., said, "We are
delighted with the results of this vote and look forward to completing our
acquisition of U.S. Shoe and
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combining our substantial business and market strengths for the benefit of our
respective shareholders, customers, suppliers, and associates."
Luxottica Group S.p.A., based in Italy, is a world leader in the design,
manufacture and marketing of high-quality eyeglass frames and sunglasses in the
mid and premium price categories. Luxottica's products, which are designed and
manufactured in four facilities located in Italy, include over 1,700 styles
available in a wide array of colors and sizes.
The United States Shoe Corporation is a specialty retailer of women's apparel,
optical products and footwear, operating approximately 2,400 retail outlets and
leased departments with such familiar names as Easy Spirit, Casual Corner,
Petite Sophisticate, August Max Woman, and Capezio. The LensCrafters optical
retailing business is the world's leading optical retailer with 604 retail
stores.
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EXHIBIT 52
FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of May 10, 1995,
is made between The United States Shoe Corporation, an Ohio corporation (the
"Company"), and State Street Bank and Trust Company, a Massachusetts trust
company, as Rights Agent (the "Rights Agent"), and amends the Rights Agreement,
dated as of March 31, 1986, as amended by the First Amendment to the Rights
Agreement, dated as of March 23, 1988, each between the Company and Morgan
Shareholder Services Trust Company (as successor to Morgan Guaranty Trust
Company of New York), as rights agent, and by a Second Amendment to the Rights
Agreement, dated as of June 1, 1993, between the Company and The Bank of New
York, as rights agent, and by a Third Amendment to the Rights Agreement, dated
as of March 29, 1995, between the Company and the Rights Agent (as so amended,
the "Rights Agreement").
RECITALS
A. The Board of Directors of the Company has determined
the tender offer by Luxottica Acquisition Corp. ("LAC"), an indirect
subsidiary of Luxottica Group S.p.A. ("Luxottica"), to purchase outstanding
common shares, without par value (the "Common Shares"), of the Company,
together with the associated preference share purchase rights (the "Rights"),
at $28.00 per Common Share (and associated Right), net to the seller in cash
(the "Luxottica Offer"), conducted pursuant to an Agreement and Plan of Merger
dated as of April 21, 1995 by and among Avant-Garde Optics, Inc., LAC and the
Company (the "Merger Agreement") and the related business combination
transaction pursuant to which LAC will merge with the Company (the "Merger") to
be fair to and in the best interests of the Company and its shareholders, and
the Company has approved the Luxottica Offer and the Merger Agreement.
B. The Board of Directors of the Company irrevocably has
determined the Luxottica Offer to be a Permitted Offer under the Rights
Agreement, has resolved that for purposes of the Rights Agreement none of (i)
the execution or delivery of the Merger Agreement, (ii) the purchase of Common
Shares pursuant to the Luxottica Offer or (iii) the Merger will cause the
Distribution Date to occur or the Rights to become exercisable, and has
resolved that each of the officers of the Company are authorized to execute,
certify and deliver any and all agreements and amendments as may in their or
his judgment be deemed necessary, appropriate or desirable in order to enable
the Company fully and promptly to carry out the purposes and intent of such
resolutions.
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NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Rights Agreement. Section 3(a) of the
Rights Agreement is hereby amended and supplemented by adding the following at
the end thereof:
Notwithstanding anything to the contrary contained in this
Agreement, none of (A) the execution or delivery of the Merger
Agreement, (B) the purchase of Common Shares pursuant to the
Luxottica Offer, (C) the Merger or (D) the commencement of the
Luxottica Offer or any public announcement in respect thereof
will cause the Distribution Date to occur or the Rights to
become exercisable.
2. Miscellaneous.
(a) Except as otherwise expressly provided, or unless the
context otherwise requires, all terms used herein have the meanings assigned to
them in the Rights Agreement.
(b) Each party hereto waives any requirement under the
Rights Agreement that any additional notice be provided to it pertaining to the
matters covered by this Amendment.
(c) This Amendment may be executed in any number of
counterparts, each of which shall be deemed any original, but all of which
counterparts shall together constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate seals to be
hereunto duly affixed and attested, all as of the day and year first written
above.
[Seal] THE UNITED STATES SHOE CORPORATION
ATTEST:
By: /s/ James J. Crowe By: /s/ Robert J. Petrik
Name: James J. Crowe Name: Robert J. Petrik
Title: Vice President, Title: Vice President-Treasurer
Secretary and
General Counsel
[Seal] STATE STREET BANK AND TRUST COMPANY
as Rights Agent
ATTEST:
By: /s/ Michael Svenson By: /s/ Charles Rossi
Name: Michael Svenson Name: Charles Rossi
Title: Client Service Officer Title: Senior Vice President
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