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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. 7)
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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. 7 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.
7. 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:
On April 16, 1995, the Company and Luxottica issued a joint
press release announcing, among other things, that they had reached an
agreement in principle for the acquisition by Luxottica and LAC of the
Company for $28.00 per Share in cash, subject to the approval by the
Board of Directors of each company and the execution and delivery of
definitive merger documentation on terms and conditions mutually
satisfactory to each party. A copy of the joint press release is filed
as Exhibit 33 hereto and is incorporated herein by reference. The
foregoing description of the joint press release is qualified in its
entirety by reference to the text of the joint press release.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7(b) of the Schedule 14D-9 is hereby amended and supplemented by
adding at the end thereof the following:
On April 16, 1995, the Company and Luxottica issued a joint
press release announcing, among other things, that they had reached an
agreement in principle for the acquisition by Luxottica and LAC of the
Company for $28.00 per Share in cash, subject to the approval by the
Board of Directors of each company and the execution and delivery of
definitive merger documentation on terms and conditions mutually
satisfactory to each party. A copy of the joint press release is filed
as Exhibit 33 hereto and is incorporated herein by reference. The
foregoing description of the joint press release is qualified in its
entirety by reference to the text of the joint press release.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 33 - Text of press release issued by the Company
and Luxottica, dated April 16, 1995,
regarding the agreement in principle for
the acquisition of the Company by
Luxottica.
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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 17, 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 33 Text of press release issued by the Company
and Luxottica, dated April 16, 1995,
regarding the agreement in principle for
the acquisition of the Company by
Luxottica.
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EXHIBIT 33
FOR IMMEDIATE RELEASE
For more information, contact:
Mark Harnett, MacKenzie Partners, Inc. Information Agent, 212-929-5877
Felicia Vonella, Dewe Rogerson Inc. at 212-688-6840
Robert M. Burton, Director of Corporate Communications, The U.S. Shoe
Corporation, 513-527-7471
LUXOTTICA GROUP SPA AND THE UNITED STATES SHOE CORPORATION
ANNOUNCE AGREEMENT IN PRINCIPLE AT $28.00 PER SHARE
(New York, New York, Milan, Italy, Cincinnati, Ohio, April 16, 1995) -
Luxottica Group S.p.A. (NYSE:LUX) and The United States Shoe Corporation
(NYSE:USR) today announced that they had reached an agreement in principle for
the acquisition by Luxottica of U.S. Shoe for $28.00 per share in cash. The
transaction would be subject to the approval of the Board of Directors of each
company and the execution and delivery of definitive merger documentation on
terms and conditions mutually satisfactory to each party. The acquisition,
however, would not be subject to a financing condition.
