<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE UNITED STATES SHOE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing fee (Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined:
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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<PAGE> 2
PRELIMINARY MATERIALS DATED MARCH 21, 1995
THE UNITED STATES SHOE CORPORATION
ONE EASTWOOD DRIVE CINCINNATI, OHIO 45227
MARCH , 1995
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders:
A special meeting of shareholders of The United States Shoe
Corporation (the "Corporation"), called pursuant to the requirements of Section
1701.831 of the Ohio Revised Code (the "831 Special Meeting"), will be held on
Friday, April 21, 1995 at ________ A.M. at _________________________________,
Cincinnati, Ohio _____, solely for the following purposes:
1. To consider and vote upon the authorization required by
Section 1701.831 of the Ohio Revised Code to permit the proposed control share
acquisition by Luxottica Acquisition Corp. of a majority or more of the
Corporation's outstanding common shares (and the associated preference share
purchase rights) for $24.00 per share.
2. To consider and vote upon such other procedural matters as may
properly come before the 831 Special Meeting.
Shareholders of record at the close of business on March 21, 1995 will
be entitled to vote at the 831 Special Meeting and at any adjournment thereof.
James J. Crowe,
Secretary
IMPORTANT
---------
Your prompt dating, signing and returning of the enclosed WHITE proxy
card in the enclosed envelope would be appreciated. If you attend the 831
Special Meeting, you may nevertheless vote in person should you desire. The
return of proxies is important, regardless of the number of shares owned.
<PAGE> 3
PRELIMINARY MATERIALS DATED MARCH 21, 1995
---------------
SUBJECT TO REVIEW BY THE
SECURITIES AND EXCHANGE COMMISSION
---------------
THE INFORMATION INCLUDED HEREIN
IS AS IT IS EXPECTED TO BE
WHEN THE DEFINITIVE
PROXY STATEMENT IS MAILED TO SHAREHOLDERS
OF THE UNITED STATES SHOE CORPORATION. THIS PROXY STATEMENT
WILL BE REVISED TO REFLECT ACTUAL FACTS AT THE TIME OF
FILING OF THE DEFINITIVE PROXY STATEMENT.
PROXY STATEMENT
of
THE UNITED STATES SHOE CORPORATION
for the Special Meeting of Shareholders
Under Section 1701.831
of the Ohio Revised Code
To Be Held On April 21, 1995
A special meeting of shareholders of The United States Shoe
Corporation (the "Corporation") will be held on Friday, April 21, 1995 at
________ A.M. at ___________________________________________________,
Cincinnati, Ohio _____ (the "831 Special Meeting") in connection with the
tender offer commenced on March 3, 1995 by Luxottica Acquisition Corp., a
Delaware corporation ("LAC") and an indirect wholly-owned subsidiary of
Luxottica Group S.p.A., a corporation organized under the laws of the Republic
of Italy ("Luxottica"), to purchase all of the Corporation's outstanding common
shares without par value (and the associated preference share purchase rights)
(collectively, the "Common Shares") for a purchase price of $24.00 per Common
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 3,
1995 (the "Offer").
At the 831 Special Meeting, shareholders of the Corporation will
consider and vote upon the authorization required by Section 1701.831 of the
Ohio Revised Code ("Section 831") to permit a proposed "control share
acquisition" by LAC of all the Common Shares of the Corporation (the "Control
Share Acquisition"). Section 831 requires that, prior to any person acquiring
any interest in Common Shares that would entitle such person directly or
indirectly to control 20% or more of the voting power of the Corporation in the
election of its directors, such person obtain the authorization of the
shareholders of the Corporation. Your Board of Directors has determined that
the Offer is inadequate and not in the best interests of the Corporation and its
shareholders. ACCORDINGLY, YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED
THAT THE SHAREHOLDERS REJECT THE OFFER AND HAS RECOMMENDED A VOTE AGAINST THE
AUTHORIZATION OF THE CONTROL SHARE ACQUISITION.
<PAGE> 4
The enclosed proxy is solicited by the Board of Directors of the
Corporation (the "Board of Directors") for use at the 831 Special Meeting and
at any adjournment thereof. This Proxy Statement is being mailed to
shareholders on or about March __, 1995.
To authorize the Control Share Acquisition, Section 831 requires (i)
the presence of a quorum at the 831 Special Meeting, (ii) the affirmative vote
of the holders of a majority of the Common Shares present in person or by proxy
at the 831 Special Meeting and (iii) the affirmative vote of the holders of a
majority of such Common Shares excluding Common Shares that are "interested
shares" (as such term is defined in Ohio Revised Code Section 1701.01(CC)(1)
and described below). Section 831 provides that a quorum shall be deemed to be
present at the 831 Special Meeting if a majority of the Common Shares, and a
majority of the "disinterested" Common Shares, are represented at the 831
Special Meeting.
On March 21, 1995, the record date for the determination of
shareholders entitled to vote at the 831 Special Meeting (the "Record Date"),
there were _________ Common Shares outstanding. Subject to limitations imposed
by Section 831 (as described below), each Common Share is entitled to one vote
on the matter to be presented at the 831 Special Meeting.
Your Board of Directors recommends a vote AGAINST authorization of the
Control Share Acquisition pursuant to LAC's pending offer. Promptly date, sign
and return the accompanying WHITE proxy card. To be sure your Common Shares
are voted AGAINST the authorization, we recommend that you discard, and do not
return, LAC's BLUE proxy card. A shareholder giving a proxy in the
accompanying form retains the power to revoke it by making a later appointment
or by giving notice of revocation to the proxy tabulator, [Boston Financial
Data Services, ______ Boston, Massachusetts _____]. Attendance at the 831
Special Meeting does not in itself revoke the appointment; however, it may be
revoked by giving notice of revocation in open meeting.
If you have any questions or need assistance in voting, please contact
D.F.King & Co., Inc. at 1-800-_________.
THE OFFER
---------
On March 3, 1995, LAC commenced the Offer. The purpose of the Offer
is to acquire control of, and the entire equity interest in, the Corporation.
According to the Offer, LAC intends, following completion of the Offer, to
effect a merger or similar business combination of the Corporation and LAC or
another direct or indirect wholly-owned subsidiary of Luxottica at the same
price per Common Share to be paid in the Offer, subject to the terms and
conditions described in the Offer. The Offer is conditioned, among other
things, upon shareholder approval of the Control Share Acquisition or LAC's
satisfaction that the provisions of Section 831 are invalid or inapplicable to
the Offer.
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On March 3, 1995, LAC and Luxottica delivered an acquiring person
statement and a meeting request to the Corporation as required by Section 831.
RESPONSE OF THE BOARD OF DIRECTORS
----------------------------------
At meetings of the Board of Directors held on March 8, 10, and 14-15,
1995, the Board of Directors met with its financial and legal advisers and
considered the Offer and various matters related thereto, including reports by
the Corporation's financial adviser, James D. Wolfensohn Incorporated
("Wolfensohn"), on the financial condition and performance and potential values
of its three businesses; the terms and conditions of the Offer; progress toward
the Board's objective of enhancing shareholder value, including the after-tax
consequences to the Corporation of certain transactional alternatives, and
other matters. At its March 14-15 meeting, the Board of Directors unanimously
determined that the Offer is inadequate and not in the best interests of the
Corporation and its shareholders. ACCORDINGLY, THE BOARD OF DIRECTORS HAS
UNANIMOUSLY RECOMMENDED THAT THE SHAREHOLDERS REJECT THE OFFER AND NOT TENDER
THEIR COMMON SHARES PURSUANT TO THE OFFER. The Board of Directors believes
that the best means of providing value to shareholders is to explore fully all
alternatives, and has directed its financial adviser and management to continue
to do so.
In reaching its conclusions that the Offer is inadequate and not in
the best interests of the Corporation and its shareholders, the Board of
Directors took into account numerous factors, including but not limited to:
(i) The Board's familiarity with the business, financial condition
and prospects of the Corporation and of its Women's Apparel Retailing Group,
Optical Retailing Group and Footwear Group and, as a result of the strategic
review of the Corporation's three business units and corporate configuration
which had been initiated in 1994, its previous analyses of possible strategic
alternatives to the Offer;
(ii) The written opinion of Wolfensohn to the effect that the
consideration offered pursuant to the Offer is inadequate, from a financial
point of view, to the shareholders of the Corporation;
(iii) An analysis of the price offered in the Offer as a multiple of
certain historical financial results of the Corporation and a comparison of
such price to prices paid for acquisitions of comparable companies and to
trading prices of the Common Shares;
(iv) The fact that the Offer is subject to financing, and to
numerous other conditions;
(v) The value to the Corporation and its shareholders of the
Corporation's definitive agreement, announced on March 16, 1995, to sell the
Footwear Group to Nine West Group Inc. Pursuant to the agreement, Nine
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West has agreed to purchase the Footwear Group for $560 million in cash, plus
warrants to purchase 3.7 million shares of Nine West common stock at a price of
$35.50 per share at any time during the next 8.5 years.
(vi) The interest expressed by other parties to explore potential
alternative transaction strategies.
The Corporation recognizes that a vote to authorize the Offer is not
the same as a decision to tender your Common Shares. The Directors recommend,
however, that shareholders do not authorize the current Offer of $24.00 per
Common Share because the Directors are convinced that the Offer is inadequate.
In light of the Board of Directors' conclusions that the Offer is
inadequate and not in the best interests of the Corporation and its
shareholders, the Board of Directors recommends that shareholders vote AGAINST
the Control Share Acquisition.
OHIO CONTROL SHARE ACQUISITION LAW
----------------------------------
Section 831 provides that, unless the articles of incorporation or the
regulations of an issuing public corporation provide otherwise, any control
share acquisition of such corporation shall be made only with the prior
authorization of its shareholders. An "issuing public corporation" is defined
as a corporation, organized for profit under the laws of Ohio, with fifty or
more shareholders, that has its principal place of business, principal
executive offices or substantial assets within Ohio, and as to which no valid
close corporation agreement is in existence. The Corporation is an "issuing
public corporation."
A "control share acquisition" is defined as the acquisition, directly
or indirectly, by any person of shares of an issuing public corporation that,
when added to all other shares of the issuing public corporation in respect of
which such person may exercise or direct the exercise of voting power, would
entitle such person, immediately after such acquisition, directly or
indirectly, alone or with others, to exercise or direct the exercise of the
voting power of such issuing public corporation in the election of directors of
the following ranges of such voting power: (a) one-fifth or more but less than
one-third of such voting power; (b) one-third or more but less than a majority
of such voting power; or (c) a majority or more of such voting power.
Section 831 provides that any person who proposes to make a control
share acquisition shall deliver an "acquiring person statement" to the issuing
public corporation. Such acquiring person statement shall include: (i) the
identity of the acquiring person; (ii) a statement that the acquiring person
statement is given pursuant to Section 831; (iii) the number of shares of the
issuing public corporation owned, directly or indirectly, by the acquiring
person; (iv) the range of voting power in the election of directors under which
the proposed control share acquisition would, if consummated, fall; (v) a
description of the terms of the proposed acquisition; and (vi) representations
of the acquiring person (together with a
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statement of the facts upon which the representations are based) that the
proposed control share acquisition will not be contrary to law and that the
acquiring person has the financial capacity to make the proposed control share
acquisition.
Within ten days of receipt of an acquiring person statement, the
directors of the issuing public corporation must call a special shareholders
meeting to vote on the proposed control share acquisition. Such special
meeting must be held within fifty days of receipt of the acquiring person
statement unless the acquiring person agrees otherwise.
The issuing public corporation is required to send a notice of the
special meeting to all shareholders of record as of the record date set for the
meeting, together with a copy of the acquiring person statement and a statement
by the issuing public corporation, authorized by its directors, of its position
or recommendation with respect to the proposed control share acquisition.
Pursuant to Ohio Revised Code Section 1701.831(E)(1), the acquiring
person may make the proposed control share acquisition only if: (a) a quorum is
present at the special meeting, and the acquisition is authorized by a majority
of the voting power entitled to vote in the election of directors and
represented in person or by proxy at such meeting, and by a majority of such
voting power excluding the voting power of "interested shares" and (b) such
control share acquisition is consummated, in accordance with the terms so
authorized, no later than 360 days following such shareholder authorization.
Ohio Revised Code Section 1701.01(CC)(1) defines "interested shares"
as shares as to which any of the following persons may exercise (or direct the
exercise of) voting power in the election of directors: (i) the acquiring
person; (ii) an officer of the issuing public corporation elected or appointed
by its directors; or (iii) any employee of the issuing public corporation who
is also a director of such corporation. Ohio Revised Code Section
1701.01(CC)(2) also defines "interested shares" to mean shares of the issuing
public corporation acquired, directly or indirectly, by any person for valuable
consideration during the period beginning with the date of the first public
disclosure of a proposed control share acquisition of the issuing public
corporation or any proposed merger, consolidation or other transaction which
would result in a change in control of the corporation or all or substantially
all of its assets, and ending on the date of any special meeting of the
corporation's shareholders held thereafter pursuant to Section 831 for the
purpose of voting on a control share acquisition proposed by an acquiring
person, if either: (i) the aggregate consideration paid or otherwise given by
the person who acquired the shares, and any other persons acting in concert
with such person, exceeds $250,000 or (ii) the number of shares acquired by the
person who acquired the shares, and any other persons acting in concert with
such person, exceeds one-half of 1% of the outstanding shares of the
corporation entitled to vote in the election of directors.
On March 3, 1995, LAC and Luxottica brought an action for declaratory
and other relief against the Corporation, the Directors, the Commissioner of
Securities of Ohio, the
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Director of Commerce of Ohio and the State of Ohio in the United States
District Court for the Southern District of Ohio, Eastern Division, seeking,
among other things, a temporary restraining order and a preliminary injunction
prohibiting the Corporation and its Directors from classifying or treating any
Common Shares as "interested shares" pursuant to Ohio Revised Code Section
1701.01(CC)(2) for purposes of conducting the shareholder vote on the Control
Share Acquisition at the 831 Special Meeting. On March 16, 1995 the court
issued an Opinion and Order holding that Ohio Revised Code Section
1701.01(CC)(2) is preempted by the Williams Act and prohibiting the application
of its provisions to the shareholder vote at the 831 Special Meeting. The
Corporation is considering whether to appeal the court's decision. Even if the
decision is appealed, it is unlikely that the Court of Appeals will render its
decision by the date of the 831 Special Meeting. Accordingly, the shareholder
vote at the 831 Special Meeting will be conducted using only the definition of
"interested shares" set forth in Ohio Revised Code Section 1701.01(CC)(1).
Dissenters' rights are not available to shareholders of an issuing
public corporation in connection with the authorization of a control share
acquisition.
THE AUTHORIZATION BY THE SHAREHOLDERS OF THE CONTROL SHARE ACQUISITION
IS INDEPENDENT OF ANY DECISION BY SHAREHOLDERS WHETHER OR NOT TO TENDER THEIR
COMMON SHARES PURSUANT TO THE OFFER. Consummation of the transactions
described in the Offer, however, is conditioned, among other things, upon
shareholder authorization of the Control Share Acquisition pursuant to Section
831.
The foregoing summary does not purport to be a complete statement of
the provisions of Section 831 and the related provisions of the Revised Code.
The foregoing summary is qualified in its entirety by reference to Section 831
and the Revised Code.
CERTAIN VOTING PROCEDURES AT THE 831 SPECIAL MEETING
----------------------------------------------------
If a shareholder abstains from voting on the Control Share Acquisition
(marking "abstain" on the form of proxy), those Common Shares will be
considered as present at the 831 Special Meeting for quorum purposes, but the
abstention will have the practical effect of a "no" vote. If a broker
indicates on the form of proxy that it does not have discretionary authority as
to certain Common Shares to vote on the Control Share Acquisition, those Common
Shares will be considered as present at the 831 Special Meeting for quorum
purposes but not entitled to vote with respect to the 831 Special Meeting and
thus will also have the practical effect of a "no" vote. If the Corporation's
proxy is signed and returned without specifying a choice, the Common Shares
represented thereby will be voted AGAINST the Control Share Acquisition.
Each employee participating in The United States Shoe Corporation Tax
Incentive Savings Plan or the LensCrafters Tax Incentive Retirement Savings
Plan is entitled to instruct Fidelity Management Trust Company, as Trustee,
how to vote all Common Shares credited to the employee's accounts under those
plans. The form of proxy will serve as
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voting instructions to the Trustee from such participants. Common Shares held
in the plans for which voting instructions are not received by the Trustee from
plan participants will be voted by the Trustee in the same proportion as Common
Shares for which the Trustee does receive instructions.
Proxies representing Common Shares held of record will include Common
Shares allocated to participants under the Dividend Reinvestment Plan for
shareholders of the Corporation and will serve as voting instructions to the
Trustee, as described above, if the registrations are the same. Separate
mailings will be made for different registrations.
Under the Corporation's confidential shareholder voting policy,
proxies, ballots and vote tabulations that identify the particular vote of a
shareholder are kept confidential except (i) to allow the independent inspector
of election to certify the results of the vote; (ii) as necessary to meet
applicable legal requirements, including the pursuit or defense of judicial
actions; or (iii) in the event of a proxy or consent solicitation in opposition
to the Board of Directors and management of the Corporation. Both the
tabulator and the inspector of election are independent of the Corporation, its
directors, officers and employees. Accordingly, since LAC and Luxottica are
soliciting proxies in opposition to the Board of Directors and management of
the Corporation, the confidential shareholder voting policy will not apply.
SOLICITATION OF PROXIES
-----------------------
In addition to solicitation by mail, directors, officers and regular
employees of the Corporation may solicit proxies in person, by telephone or by
telecopier, none of whom will receive additional compensation for such
solicitations. The Corporation also has retained D. F. King & Co., Inc. to
assist it in connection with the solicitation, at an estimated fee of $______,
plus reimbursement of out-of-pocket expenses. In addition, the Corporation has
retained Abernathy MacGregor Scanlon as public relations adviser to assist the
Corporation with its communications to shareholders with respect to the Offer.
The Corporation has agreed to pay Abernathy MacGregor Scanlon their reasonable
and customary compensation for its services. The following officers or
employees of Wolfensohn, the Corporation's financial adviser (599 Lexington
Avenue, New York, New York 10022), may also solicit proxies, at no extra fee to
the Corporation beyond the fees described in the following paragraphs: Glen S.
Lewy, Vice-chairman; H. Marshall Sonenshine, partner; Elizabeth Sechrest,
partner; D. G. Kim, associate; Eric Semler, associate; Andrew Sherman, analyst;
and Sarah Crain, analyst. The costs of solicitation will be borne by the
Corporation.
OTHER FEES
----------
Pursuant to a letter agreement dated as of August 1, 1994, the
Corporation has retained Wolfensohn to provide advisory and investment banking
services with respect to a general review of the Corporation's strategic and
financial position for a cash fee equal to
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$150,000 per month, payable on the date of the letter agreement with respect to
the period from August 1, 1994 through December 31, 1994. Pursuant to a letter
agreement dated as of September 1, 1994 (the "September 1, 1994 Letter
Agreement"), the Corporation has retained Wolfensohn to provide advisory and
investment banking services with respect to a possible transaction (a "Footwear
Group Transaction") relating to a disposition or disaggregation of or business
combination involving the Corporation's Footwear Group. The September 1, 1994
Letter Agreement provides for the payment by the Corporation to Wolfensohn of a
cash fee equal to 1% of the Aggregate Consideration (as defined below) in
connection with a Footwear Group Transaction, minus $375,000.
Pursuant to a letter agreement dated as of January 16, 1995 (the
"January 16, 1995 Letter Agreement"), the Corporation has retained Wolfensohn
to provide advisory and investment banking services with respect to possible
transactions (each, a "Transaction") relating to a disposition or
disaggregation of or business combination involving one or more of (i) the
Corporation, (ii) the Corporation's Women's Specialty Retailing Group and (iii)
LensCrafters, PLC and the other subsidiaries constituting the Corporation's
optical business (the "Optical Group"). The January 16, 1995 Letter Agreement
provides for the payment by the Corporation to Wolfensohn of a cash fee equal
to (a) $150,000 per month from and as of January 1, 1995 for a minimum of six
months (such $900,000 payable on execution of the agreement) of which 50% is
credited towards any Transaction fee described in clause (b) below and (b) with
respect to each Transaction, a cash Transaction fee equal to 1% of the
Aggregate Consideration or 1% of the Spin-Off Value (as defined below), as the
case may be, of such Transaction; provided, however, that the fee payable in
respect of a Transaction involving all or a significant portion of the Women's
Specialty Retailing Group shall not be less than $3,500,000. In the event that
a Transaction involving the sale or disposition of the Corporation shall be
consummated prior to a Footwear Group Transaction, the fees payable under the
January 16, 1995 Letter Agreement shall be credited towards or paid in lieu of,
as the case may be, any future fees payable under the September 1, 1994 Letter
Agreement. For purposes of this paragraph and the preceding paragraph,
Aggregate Consideration shall mean the total gross amount of cash and the fair
market value on the date of closing of all other property paid or payable
directly or indirectly to the Corporation or the Corporation's securityholders
in connection with a Transaction including (i) amounts paid with respect to
contingently issuable shares and (ii) the face amount of any debt obligations
of the Corporation assumed or extinguished by the purchaser or otherwise
transferred or extinguished upon consummation of such Transaction. For
purposes of this paragraph, Spin-Off Value shall mean the aggregate market
value, based on the prices contained in The Wall Street Journal as of the date
of the closing of the related Transaction, of all securities issued or
distributed by the Corporation in connection with a Spin-Off and the face
amount of any debt obligations transferred with or assumed pursuant thereto.
The Corporation has also agreed to reimburse Wolfensohn for its
reasonable out-of-pocket expenses, including the fees and disbursements of
legal counsel, and to indemnify Wolfensohn against certain liabilities arising
out of any actual or proposed transaction, or in the course of its work on
behalf of the Corporation.
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OTHER MATTERS
-------------
No other matter is to be considered at the 831 Special Meeting.
However, if any other procedural matter properly comes before the 831 Special
Meeting, the proxies also confer authority to the persons named in the
accompanying proxy to vote the Common Shares to which the proxy relates on such
matter at their discretion.
A copy of the Acquiring Person Statement delivered to the Corporation
by LAC and Luxottica accompanies this Proxy Statement as Exhibit A. The
Acquiring Person Statement and the Offer contain important information and
should be read by shareholders before any decision is made with respect to
voting on the Control Share Acquisition.
Only holders of record of Common Shares as of the close of business on
the Record Date will be entitled to vote at the 831 Special Meeting or any
adjournment thereof. Shareholders of record on the Record Date will retain
their voting rights for the 831 Special Meeting even if such Common Shares are
sold after the Record Date or are tendered pursuant to the Offer, whether
before or after the Record Date. The tender of Common Shares pursuant to the
Offer does not constitute the grant to LAC or Luxottica of a proxy or any
voting rights with respect to the tendered Common Shares until such time as
such Common Shares are accepted for payment by LAC.
Proxies representing any Common Shares held in the names of a
brokerage firm, bank, bank nominee or other institution on the Record Date can
only be executed upon receipt of specific instructions by such brokerage firm,
bank, bank nominee or other institution. Accordingly, please contact the
person responsible for your account and instruct that person to execute the
WHITE proxy card with respect to Common Shares you own beneficially.
Please sign, date and mail the accompanying WHITE proxy card promptly.
By dating, signing and mailing the accompanying WHITE proxy card, any proxy
previously signed by you with respect to the Control Share Acquisition will be
automatically revoked.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL SHAREHOLDERS
-----------------------------------------------------
The following table sets forth information, as of March 3, 1995
(unless a different date is specified in the notes to the table), with respect
to (a) each person known by the Board of Directors of the Corporation to be the
beneficial owner of more than 5% of the Corporation's outstanding Common
Shares, (b) each current director of the Corporation, (c) each of the Named
Executive Officers (as defined in Item 402(a)(3) of Regulation S-K) and (d) all
directors and executive officers of the Corporation as a group:
<TABLE>
<CAPTION>
Amount and nature Shares subject to
of beneficial options exercisable Percent of
Shareholder ownership (a) within 60 days class(b)
- ------------------------------ ------------------ -------------------- ---------------
<S> <C> <C> <C>
Mellon Bank Corporation 4,678,000 (c) 10.1%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Prudential Insurance 3,168,100 (d) 6.8%
Company of America
Prudential Plaza
Newark, New Jersey 07102
Sasco Capital, Incorporated 2,971,200 (e) 6.4%
10 Sasco Hill Road
Fairfield, Connecticut 06430
Leon G. Cooperman 2,678,100 (f) 5.8%
c/o Omega Capital Partners
88 Pine Street
New York, New York 10005
Joseph H. Anderer 40,711 17,999 *
Philip E. Beekman 7,000 1,999 *
David M. Browne 155,738 (g)(h) 80,250 *
Gilbert Hahn, Jr. 31,000 23,999 *
Noel E. Hord 38,000 (g) 12,500 *
Roger L. Howe 21,000 1,999 *
Bannus B. Hudson 320,699 (g) 177,000 *
Lorrence T. Kellar 23,006 11,999 *
Albert M. Kronick 47,999 (h) 20,000 *
Thomas Laco 50,800 (h) 3,999 *
Charles S. Mechem, Jr. 36,500 13,333 *
John L. Roy 40,000 23,999 *
Michael M. Searles 131,000 50,000 *
Phyllis S. Sewell 14,000 3,999 *
K. Brent Somers 101,027 (g)(h) 55,000 *
All directors and executive
officers as a group (22 persons) 1,417,323 (g)(h) 695,520 ____%
*Percent of class is less than 1%
</TABLE>
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(a) The Securities and Exchange Commission has defined "beneficial
owner" of a security to include any person who has or shares voting power or
investment power with respect to any such security or who has the right to
acquire beneficial ownership of any such security within 60 days. Unless
otherwise indicated, (i) the amounts owned reflect direct beneficial ownership,
and (ii) the person indicated has sole voting and investment power. Amounts
shown include the number of Common Shares subject to outstanding options under
the Corporation's stock option plans that are exercisable within 60 days.
(b) The percentages shown are calculated on the basis that
outstanding shares include Common Shares subject to outstanding options under
the Corporation's stock option plans that are exercisable by directors and
officers within 60 days.
(c) Mellon Bank Corporation, on behalf of itself and its direct or
indirect subsidiaries, Boston Safe Deposit and Trust Company, Mellon Bank,
N.A., Mellon Capital Management Corporation, The Boston Company Advisors, Inc.,
The Boston Company Asset Management, Inc. and The Dreyfus Corporation, has
reported (in Amendment No. 3 to a Schedule 13G dated March 8, 1995 and filed
with the Securities and Exchange Commission) that as of that date it had sole
voting power with respect to 3,562,000 Common Shares, shared voting power as to
20,000 Common Shares, sole dispositive power with respect to 3,919,000 Common
Shares and shared dispositive power with respect to 759,000 Common Shares.
(d) The Prudential Insurance Company of America has reported (in a
Schedule 13G dated February 2, 1995 and filed with the Securities and Exchange
Commission) that as of December 31, 1994 it had sole voting power and sole
dispositive power with respect to 265,600 Common Shares and shared voting power
and shared dispositive power with respect to 2,902,400 Common Shares.
(e) Sasco Capital, Incorporated has reported (in a Schedule 13G
dated February 3, 1995 and filed with the Securities and Exchange Commission)
that as of that date it had sole voting power with respect to 1,519,300 Common
Shares and beneficial ownership to direct disposition with respect to 2,971,200
Common Shares.
(f) Leon G. Cooperman of Omega Capital Partners, L.P., Omega
Institutional Partners, L.P., Omega Overseas Partners, Ltd., Omega Overseas
Partners II, Ltd., and Omega Advisors, Inc., has reported (in a Schedule 13D
dated March 6, 1995 and filed with the Securities and Exchange Commission) that
as of that date he had sole voting power and sole dispositive power with
respect to 2,014,300 Common Shares and shared voting power and dispositive
power with respect to 663,800 Common Shares.
(g) Includes restricted Common Shares granted under The United
States Shoe Corporation 1988 Employee Incentive Plan, which total 25,000,
7,985, 20,000 and 5,000 for Messrs. Hudson, Browne, Hord and Somers,
respectively, and 57,985 for all directors and executive officers as a group.
11
<PAGE> 14
(h) Includes Common Shares in which the reporting person disclaims
beneficial ownership. Messrs. Browne, Kronick and Somers disclaim beneficial
ownership of 33 Common Shares, 2,000 Common Shares and 200 Common Shares,
respectively; such Common Shares are owned by their spouses. Mr. Laco
disclaims beneficial ownership of 2,800 Common Shares; such Common Shares are
held in trust for family members. Directors and executive officers as a group
disclaim beneficial ownership of 5,033 Common Shares; such Common Shares are
owned by certain executive officers' spouses.
SHAREHOLDER PROPOSALS
---------------------
Proposals of security holders to be presented at the 1995 Annual
Meeting of Shareholders of the Corporation must have been in proper form and
received by the Corporation by December 22, 1994.
By Order of the Board of Directors,
James J. Crowe,
Secretary
Cincinnati, Ohio
March ___, 1995
12
<PAGE> 15
EXHIBIT A
ACQUIRING PERSON STATEMENT
Pursuant to Section 1701.831 of
the Ohio Revised Code*
THE UNITED STATES SHOE CORPORATION
(Name of Issuing Public Corporation)
One Eastwood Drive
Cincinnati, Ohio 45227
(Address of Principal Executive Offices)
LUXOTTICA ACQUISITION CORP.
And
LUXOTTICA GROUP S.P.A.
(Acquiring Persons)
This Acquiring Person Statement is being delivered to The United
States Shoe Corporation, an Ohio corporation ("U.S. Shoe"), pursuant to Section
1701.831 of the Ohio Revised Code by Luxottica Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Luxottica Group
S.p.A., a corporation organized under the laws of the Republic of Italy
("Parent"), and by Parent, and relates to the tender offer by Purchaser to
purchase all outstanding common shares, without par value ("Shares"), of U.S.
Shoe, together with the associated preference share purchase rights (the
"Rights" and, as used hereinafter, the term "Shares" shall include the Rights)
issued pursuant to the Rights Agreement, dated as of March 31, 1986, by and
between U.S. Shoe and Morgan Shareholder Services Trust Company (as successor
to Morgan Guaranty Trust Company of New York), as amended by the First
Amendment to Rights Agreement, dated as of March 23, 1988, at $24.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase, dated March 3, 1995, as the same may be
amended from time to time (the "Offer to Purchase"), a copy of which is
attached hereto as Exhibit A and incorporated herein by reference.
__________________________________
* Notwithstanding the making and delivery of this Statement, all rights
are reserved (i) to challenge the constitutionality of all or any part of
Section 1701.831 and related provisions of the Ohio Revised Code and their
application to the Offer to Purchase and/or (ii) to seek an amendment to the
Regulations of U.S. Shoe providing that Section 1701.831 and related provisions
of the Ohio Revised Code do not apply to control share acquisitions of Shares,
including pursuant to the Offer to Purchase.
<PAGE> 16
ITEM 1. IDENTITY OF THE ACQUIRING PERSONS.
The acquiring persons are Purchaser and Parent. The address of the
principal executive office of Purchaser is c/o Avant-Garde Optics, Inc., 44
Harbor Park Drive, Port Washington, New York 11050. The address of the
principal executive office of Parent is Via Valcozzena, 10, 32021 Agordo
(Belluno), Italy.
The information set forth in "Introduction" and "Certain Information
Concerning the Purchaser and Parent" of the Offer to Purchase is incorporated
herein by reference.
ITEM 2. DELIVERY OF ACQUIRING PERSON STATEMENT.
This Acquiring Person Statement is given pursuant to Section 1701.831
of the Ohio Revised Code. Purchaser and Parent hereby request that the special
meeting of the shareholders of U.S. Shoe, which is required to be called by the
directors of U.S. Shoe pursuant to division (C) of Section 1701.831 of the Ohio
Revised Code as a result of the delivery of this Acquiring Person Statement, be
held no sooner than thirty (30) days after U.S. Shoe's receipt of this
Acquiring Person Statement.
ITEM 3. OWNERSHIP OF SHARES BY ACQUIRING PERSON.
Information regarding the number of Shares beneficially owned,
directly or indirectly, by Parent, Purchaser and certain affiliates is set
forth in the last paragraph of "Certain Information Concerning the Purchaser
and Parent" of the Offer to Purchase which is incorporated herein by reference.
ITEM 4. RANGE OF VOTING POWER.
Purchaser and Parent propose to acquire all of the outstanding Shares
in accordance with and as contemplated by the terms of the Offer to Purchase.
This proposed control share acquisition would result in the acquisition of a
majority or more of the voting power of U.S. Shoe in the election of directors
as described in subdivision (c) of division (Z)(1) of Section 1701.01 of the
Ohio Revised Code.
ITEM 5. TERMS OF THE PROPOSED CONTROL SHARE ACQUISITION.
The information set forth in "Introduction", "Terms of the Offer",
"Source and Amount of Funds", "Purpose of the Offer; Plans for the Company;
Other Matters Relating to the Offer and the Proposed Merger", "Certain
Conditions of the Offer", and "Certain Legal Matters; Required Regulatory
Approvals" of the Offer to Purchase is incorporated herein by reference.
- 2 -
<PAGE> 17
ITEM 6. REPRESENTATIONS OF LEGALITY; FINANCIAL CAPACITY.
Purchaser and Parent represent that the proposed control share
acquisition will not be contrary to any law and that they have the financial
capacity to make such proposed control share acquisition. The information set
forth in "Certain Legal Matters; Required Regulatory Approvals" and "Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
LUXOTTICA ACQUISITION CORP.
Dated: March 3, 1995 By: /s/ Claudio Del Vecchio
--------------------------------
Name: Claudio Del Vecchio
Title: President
LUXOTTICA GROUP S.P.A.
Dated: March 3, 1995 By: /s/ Claudio Del Vecchio
--------------------------------
Name: Claudio Del Vecchio
Title: Managing Director
- 3 -
<PAGE> 18
THE UNITED STATES SHOE CORPORATION
PROXY - SPECIAL MEETING OF SHAREHOLDERS, APRIL 21, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder appoints _________________ and each of them, as
attorneys, with full power of substitution, to vote all shares in THE UNITED
STATES SHOE CORPORATION that the undersigned is entitled to vote at the special
meeting of the Corporation's shareholders to be held at_______________________,
on Friday, April 21, 1995 at ____ A.M., and at any adjournment thereof, upon
the matters indicated on the reverse side hereof and fully described in the
Corporation's proxy statement dated March __, 1995 as well as upon any other
matter properly coming before the meeting.
This form of proxy also constitutes instructions to Fidelity Management Trust
Company as trustee, to vote all shares, if any, held by such trustee which are
credited to the undersigned under The United States Shoe Corporation Salaried
Employee Tax Incentive Savings Plan or the LensCrafters Tax Incentive
Retirement Savings Plan.
(Continued, and to be dated and signed on the reverse side)
<PAGE> 19
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS SPECIFIED, WILL BE VOTED AGAINST PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 1.
1. To authorize as required by Section 1701.831 of the Ohio Revised Code
the proposed control share acquisition by Luxottica Acquisition Corp.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2 In their discretion, to act upon such other procedural matters as may
properly come before the meeting.
Please sign name(s) exactly as printed
hereon. In signing as attorney,
administrator, executor, guardian or
trustee, please give title as such.
PLEASE MARK, SIGN AND RETURN THIS
PROXY CARD PROMPTLY, USING THE
ENVELOPE PROVIDED. Date:____________________________, 1995
_______________________________________
Signature
________________________________________
Signature if held jointly
Votes must be indicated (X) in Black or Blue Ink
