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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] 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
(Name of Registrant as Specified in Its Charter)
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement)
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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(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] 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:
Common Shares, without par value, and the associated preference share
purchase rights (the "Rights")
2) Aggregate number of securities to which transaction applies:
50,068,927 Common Shares
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $24.00
4) Proposed maximum aggregate value of transaction: $1,201,654,248
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Pursuant to, and as provided by, Rule 0-11(c), the filing fee of $240,330.85
is based upon 1/50th of 1% of the Transaction Valuation of the purchase of
50,068,927 Common Shares of the Registrant and the associated Rights at $24.00
cash per share, which number of Common Shares is equal to the sum of (i) the
number of Common Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Registrant for the quarter ended October 29, 1994 and (ii) the
number of Common Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Registrant for the fiscal year ended January 29,
1994.
[X] 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: $240,330.85
2) Form, Schedule or Registration Statement No.: Schedule 14D-1, File
No. 005-10927
3) Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
4) Date Filed: March 3, 1995
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<PAGE>
PROXY STATEMENT
of
LUXOTTICA GROUP S.P.A.
and
LUXOTTICA ACQUISITION CORP.
for the
Special Meeting of Shareholders
Under Section 1701.831
of the Ohio Revised Code
of
THE UNITED STATES SHOE CORPORATION
To Be Held On April 21, 1995
This Proxy Statement is furnished by Luxottica Group S.p.A. ("Luxottica"), a
corporation organized under the laws of the Republic of Italy, and by Luxottica
Acquisition Corp. ("Purchaser"), a Delaware corporation and an indirect wholly
owned subsidiary of Luxottica, in connection with their solicitation of proxies
to be used for the purposes described herein at the Special Meeting of
Shareholders of The United States Shoe Corporation, an Ohio corporation ("U.S.
Shoe" or the "Company"), to be held on April 21, 1995, and at any adjournments
or postponements thereof (the "Special Meeting"). This Proxy Statement and the
accompanying BLUE Proxy card are first being sent or given to U.S. Shoe
shareholders on or about March 21, 1995. The principal executive offices of U.S.
Shoe are located at One Eastwood Drive, Cincinnati, Ohio 45227.
Luxottica and Purchaser are soliciting proxies to authorize, in accordance
with Section 1701.831 ("Section 831") of the Ohio Revised Code (the "ORC"), the
acquisition by Luxottica or Purchaser (or one or more corporations directly or
indirectly wholly owned by Luxottica) of Common Shares, without par value of
U.S. Shoe (the "Shares") that, when added to all other Shares in respect of
which Luxottica and Purchaser may exercise or direct voting power in the
election of the U.S. Shoe's directors, would entitle Luxottica and Purchaser to
exercise a majority or more of such voting power.
On March 3, 1995, Purchaser offered to purchase (the "Offer") all of the
outstanding Shares, and the associated preference share purchase rights (the
"Rights" and, as used hereinafter, the term "Shares" shall include the Rights),
of U.S. Shoe for $24.00 net per Share in cash upon the terms and subject to the
conditions set forth in an Offer to Purchase dated March 3, 1995, as the same
may be amended from time to time (the "Offer to Purchase") and the related
Letter of Transmittal.
As more fully described below under "Ohio Control Share Acquisition Law,"
Section 831 requires shareholder authorization to be obtained before any person
may acquire any interest in Shares that would entitle such person directly or
indirectly to control 20% or more of the voting power of U.S. Shoe in the
election of its directors. The Special Meeting of shareholders of U.S. Shoe has
been called by U.S. Shoe's Board of Directors pursuant to Section 831 for the
purpose of voting on the acquisition (the "Acquisition Proposal") of outstanding
Shares by Purchaser or Luxottica (or one or more corporations directly or
indirectly owned by Luxottica) as contemplated by and in accordance with the
terms and conditions of the Offer to Purchase. The Special Meeting is scheduled
to be held on April 21, 1995 at a time and place to be announced by U.S. Shoe in
the notice of the Special Meeting to be sent by U.S. Shoe to U.S. Shoe
shareholders.
SHARES WILL NOT BE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER UNLESS (I) THE
ACQUISITION BY PURCHASER OF SHARES PURSUANT TO THE OFFER IS AUTHORIZED BY THE
SHAREHOLDERS OF U.S. SHOE AT THE SPECIAL MEETING, OR (II) PURCHASER, IN ITS SOLE
DISCRETION, IS SATISFIED THAT THE PROVISIONS OF SECTION 831 ARE INVALID OR
<PAGE>
INAPPLICABLE TO SUCH ACQUISITION. ACCORDINGLY, IF YOU WANT THE OPPORTUNITY TO
RECEIVE $24.00 NET PER SHARE IN CASH PURSUANT TO THE OFFER, YOU SHOULD AUTHORIZE
THE ACQUISITION PROPOSAL.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING BLUE
PROXY CARD TODAY. IF YOU WANT THE OPPORTUNITY TO RECEIVE $24.00 NET PER SHARE IN
CASH PURSUANT TO THE OFFER, WE URGE YOU TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY IN FAVOR OF THE ACQUISITION PROPOSAL.
SHAREHOLDER AUTHORIZATION OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE YOU
TO TENDER YOUR SHARES TO PURCHASER. CONSUMMATION OF THE OFFER, HOWEVER, IS
CONDITIONED UPON AUTHORIZATION BY SHAREHOLDERS OF U.S. SHOE OF THE ACQUISITION
PROPOSAL TO THE EXTENT REQUIRED BY LAW. ACCORDINGLY, IT IS IMPORTANT THAT
SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES TO PURCHASER PURSUANT TO THE OFFER
VOTE FOR THE AUTHORIZATION OF THE ACQUISITION PROPOSAL ON THE ENCLOSED BLUE
PROXY CARD.
Tendering Shares pursuant to the Offer will NOT constitute a vote in favor
of the Acquisition Proposal. Instead you must vote by using the enclosed BLUE
proxy card or by voting in person at the Special Meeting.
If you have any questions about the voting of Shares, the Offer or the
Acquisition Proposal, please call MacKenzie Partners, Inc., Toll free:
1-800-322-2885, In New York: 1-212-929-5500 (call collect).
VOTING AT THE SPECIAL MEETING
At the Special Meeting, shareholders will be asked to authorize the
Acquisition Proposal, which requires (i) the affirmative vote of the holders of
a majority of the Shares present at the Special Meeting in person or by proxy,
(ii) the affirmative vote of the holders of a majority of such Shares excluding
Shares which are "interested shares" (as such term is defined below) and (iii)
the presence of a quorum at the Special Meeting. Section 831 provides that a
quorum shall be deemed to be present at the Special Meeting if at least a
majority of the Shares, and a majority of the Shares excluding those that are
"interested shares," are represented at such meeting in person or by proxy.
Shareholders of U.S. Shoe will be asked (i) to approve a resolution of U.S.
Shoe shareholders authorizing the Acquisition Proposal, and (ii) to confer
authority to the proxies named in the accompanying proxy to initiate and vote
for a proposal to adjourn the Special Meeting to allow the solicitation of
additional votes, if necessary, to authorize the Acquisition Proposal under
Section 831 (the "Adjournment Proposal"). According to U.S. Shoe's Quarterly
Report on Form 10-Q for the quarter ended October 29, 1994 filed with the
Securities and Exchange Commission (the "Commission"), as of October 29, 1994,
there were 46,341,660 Shares outstanding, each of which is entitled to one vote
on the Acquisition Proposal (provided that, as described herein, votes of Shares
which are "interested shares" may be excluded for certain purposes) and the
Adjournment Proposal.
A VOTE IN FAVOR OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE THAT YOU TENDER
SHARES IN THE OFFER. IT WILL AFFORD SHAREHOLDERS AN OPPORTUNITY TO DECIDE FOR
THEMSELVES WHETHER TO ACCEPT THE OFFER. A SHAREHOLDER OF RECORD ON MARCH 21,
1995 (THE "RECORD DATE") WILL BE ENTITLED TO VOTE AT THE SPECIAL MEETING EVEN IF
SUCH SHAREHOLDER HAS TENDERED SUCH SHAREHOLDER'S SHARES.
Whether or not you plan to attend the Special Meeting, we urge you to vote
FOR authorization of the Acquisition Proposal and FOR the Adjournment Proposal
by so indicating on the accompanying BLUE proxy card and immediately mailing it
in the enclosed envelope. A shareholder may revoke a proxy at any time before it
is voted by delivering a written notice of revocation or a later dated proxy for
the Special Meeting to The United States Shoe Corporation, One Eastwood Drive,
Cincinnati, Ohio 45227 (please send a copy of any revocation sent to U.S. Shoe
to Luxottica Group S.p.A., c/o
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MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010). Proxies
may also be revoked at the Special Meeting. Attendance at the Special Meeting
will not in and of itself revoke a proxy. Unless revoked in the manner set forth
above, proxies in the form accompanying this Proxy Statement will be voted at
the Special Meeting in accordance with your instructions. In the absence of such
instructions, such proxies will be voted FOR the Acquisition Proposal and FOR
the Adjournment Proposal.
Any abstention from voting on a proxy which has not been revoked will count
as a vote withheld (and thus will have the same practical effect as a "no"
vote), and will be included in computing the number of Shares present for
purposes of determining whether a quorum is present at the Special Meeting. If a
broker indicates on a proxy which has not been revoked that it does not have
discretionary authority as to certain Shares to vote on the Acquisition Proposal
or the Adjournment Proposal (a "broker non-vote"), those Shares will also be
considered present for purposes of determining the presence of a quorum but not
entitled to vote with respect to the applicable proposal (and thus a broker
non-vote will also have the same practical effect as a "no" vote on such
proposal).
THE OFFER
On March 3, 1995, Purchaser commenced the Offer. The purpose of the Offer is
to acquire control of, and the entire equity interest in, U.S. Shoe. Luxottica
intends, following the completion of the Offer, to effect a merger or similar
business combination between U.S. Shoe and Purchaser or another direct or
indirect wholly owned subsidiary of Luxottica at the same price per Share to be
paid in the Offer (the "Proposed Merger"), subject to the terms and conditions
described in the Offer to Purchase. Over the past twelve months, the Shares have
traded as low as $13.50 per Share. The Offer represents more than a 75% premium
over that price and a 28% premium over the reported closing price for the Shares
on the NYSE composite tape on March 2, 1995, the day before the Offer was first
publicly disclosed. The Offer is subject to certain terms and conditions
described in the Offer to Purchase. A copy of the Offer to Purchase dated March
3, 1995 accompanies this Proxy Statement. On March 16, 1995, the Board of
Directors of U.S. Shoe recommended that U.S. Shoe shareholders reject the Offer.
Subsequently, Luxottica has communicated to U.S. Shoe in writing its
disappointment in the rejection of the Offer, its continued belief that the
Offer is in the best interests of U.S. Shoe's shareholders and its desire to
discuss any concerns that U.S. Shoe may have with respect to the Offer directly
with U.S. Shoe.
The Schedule 14D-1, which includes the Offer to Purchase and was filed by
Purchaser and Luxottica with the Commission on March 3, 1995, and all amendments
thereto may be obtained from the Commission, upon payment of the Commission's
customary charges, by writing to its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1024, Washington, D.C. 20549. Such material is also
available for inspection and copying at the principal office of the Commission
at the address set forth immediately above, at the Commission's regional offices
at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005, and at the offices of the Pacific Stock Exchange, 115 Sansome Street, 2nd
Floor, San Francisco, California 94104.
IF THE ACQUISITION PROPOSAL IS NOT AUTHORIZED BY THE SHAREHOLDERS OF U.S.
SHOE AT THE SPECIAL MEETING, THEN SHARES WILL NOT BE ACCEPTED FOR PAYMENT
PURSUANT TO THE OFFER UNLESS PURCHASER IS SATISFIED, IN ITS SOLE DISCRETION,
THAT THE PROVISIONS OF SECTION 831 ARE INVALID OR INAPPLICABLE TO THE
ACQUISITION BY PURCHASER OF SHARES PURSUANT TO THE OFFER.
BY VOTING IN FAVOR OF THE ACQUISITION PROPOSAL, A SHAREHOLDER IS NOT
REQUIRED TO TENDER SHARES IN THE OFFER AND WOULD NOT BE PROHIBITED FROM LATER
VOTING AGAINST ANY OTHER PROPOSED CONTROL SHARE ACQUISITION OR BUSINESS
COMBINATION INVOLVING U.S. SHOE, LUXOTTICA OR PURCHASER. SHAREHOLDER
AUTHORIZATION OF THE ACQUISITION PROPOSAL, TO THE EXTENT REQUIRED BY LAW, WOULD
SIMPLY GIVE YOU THE OPPORTUNITY TO SELL YOUR SHARES TO PURCHASER PURSUANT TO THE
OFFER.
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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 the shareholders. An "issuing public corporation" is defined in
the ORC to mean a corporation, such as U.S. Shoe, organized for profit under the
laws of Ohio, with fifty (50) or more shareholders, that has its principal place
of business, principal executive offices or substantial assets in Ohio, and as
to which there is no close corporation agreement in existence.
A "control share acquisition" is defined in the ORC to mean 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 control any of the following ranges of
voting power of such issuing public corporation in the election of directors:
(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.
Any person who proposes to make a control share acquisition must deliver an
"acquiring person statement" to the issuing public corporation, which statement
shall include: (a) the identity of the acquiring person; (b) a statement that
the acquiring person statement is given pursuant to Section 831; (c) the number
of shares of the issuing public corporation owned, directly or indirectly, by
such acquiring person; (d) the range of voting power in the election of
directors under which the proposed acquisition would, if consummated, fall
(i.e., in excess of 20%, 33 1/3% or 50%); (e) a description of the terms of the
proposed acquisition; and (f) representations of the acquiring person that the
acquisition will not be contrary to the law and that such acquiring person has
the financial capacity to make the proposed acquisition (including the facts
upon which such representations are based). Purchaser and Luxottica delivered an
acquiring person statement (the "Acquiring Person Statement") and a Meeting
Request (as defined below) to U.S. Shoe on March 3, 1995.
Within ten (10) days of receipt of a qualifying acquiring person statement,
the directors of the issuing public corporation must call a special shareholders
meeting to vote on the proposed acquisition. Unless the acquiring person
otherwise agrees, the meeting must be held within fifty (50) days of receipt of
such statement. However, the acquiring person may, and Luxottica and Purchaser
did, request in writing, at the time of delivery of the acquiring person
statement, that the meeting be held no sooner than thirty (30) days after the
receipt of such statement (a "Meeting Request"). The special meeting cannot be
held later than certain other special meetings of shareholders called by the
issuing public corporation in compliance with the ORC after receipt of a
qualifying acquiring person statement.
The issuing public corporation is required to send a notice of the special
meeting as promptly as reasonably practicable to all shareholders of record as
of the record date set for such meeting, together with a copy of the acquiring
person statement and a statement of the issuing public corporation, authorized
by its directors, of its position or recommendation, or that it is taking no
position, with respect to the proposed control share acquisition.
The acquiring person may make the proposed control share acquisition only
if, (a) at a meeting at which a quorum is present, a majority of the voting
power entitled to vote in the election of directors represented (in person or by
proxy) at such meeting and a majority of such voting power excluding "interested
shares," authorize the control share acquisition and (b) such acquisition is
consummated, in accordance with the terms so authorized, within 360 days
following such authorization. "Interested shares" is defined in the ORC to mean
shares as to which any of the following may exercise or direct the exercise of
voting power in the election of directors: (i) an 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. "Interested shares" also means shares of the issuing public
corporation acquired, directly or indirectly, by any person or group 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
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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 of the following apply: (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, for all shares 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 1/2 of 1% of the outstanding
shares of the corporation entitled to vote in the election of directors (such
"interested shares" are referred to herein as "Disqualified Shares").
Dissenters' rights are not available to shareholders of an issuing public
corporation in connection with the authorization of a control share acquisition.
THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
PROVISIONS OF SECTION 831 AND THE RELATED PROVISIONS OF THE ORC. THE FOREGOING
SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 831 AND THE ORC.
LITIGATION CONCERNING DISQUALIFIED SHARES
ON MARCH 3, 1995, LUXOTTICA AND PURCHASER BROUGHT AN ACTION FOR DECLARATORY
AND OTHER RELIEF AGAINST U.S. SHOE AND THE STATE OF OHIO IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO, EASTERN DIVISION (THE "OHIO
DISTRICT COURT"), SEEKING, AMONG OTHER THINGS, AN ORDER DECLARING THAT THE
PROVISIONS OF SECTION 1701.01(CC)(2) OF THE ORC, WHICH IMPAIR THE VOTING RIGHTS
OF THE DISQUALIFIED SHARES AT THE SPECIAL MEETING, ARE UNCONSTITUTIONAL OR
OTHERWISE INVALID AS SUCH PROVISIONS MAY BE APPLIED TO THE OFFER. ON MARCH 16,
1995, THE OHIO DISTRICT COURT ISSUED A PRELIMINARY INJUNCTION ENJOINING U.S.
SHOE AND THE STATE OF OHIO FROM APPLYING TO THE OFFER THE PROVISIONS OF SECTION
1701.01(CC)(2) OF THE ORC.
OTHER MATTERS
Except as set forth herein, neither Luxottica nor Purchaser is aware of any
other substantive matter to be considered at the Special Meeting. However, if
any other matter properly comes before the Special Meeting, the proxies also
confer authority to the persons named in the accompanying proxy to vote the
Shares to which the proxy relates on such matter at their discretion.
A copy of the Acquiring Person Statement delivered to U.S. Shoe by Purchaser
and Luxottica accompanies this Proxy Statement. The Acquiring Person Statement
and the Offer to Purchase contain important information and should be read by
shareholders before any decision is made with respect to voting on the
Acquisition Proposal.
Only holders of record of Shares as of the close of business on the Record
Date will be entitled to vote. If you are a shareholder of record on the Record
Date, you will retain your voting rights for the Special Meeting even if you
sell such Shares after the Record Date or if you tender such Shares pursuant to
the Offer, whether before or after the Record Date. The tender of Shares
pursuant to the Offer does not constitute the grant to Luxottica or Purchaser of
a proxy or any voting rights with respect to the tendered Shares until such time
as such Shares are accepted for payment by Purchaser. Accordingly, it is
important that you vote the Shares held by you on the Record Date, or grant a
proxy to vote such Shares on the BLUE proxy card even if you sell such Shares
after the Record Date or tender such Shares pursuant to the Offer.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can execute a proxy for
such Shares and will do so only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute the BLUE proxy card.
PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING BLUE PROXY CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND MAILING THE
ACCOMPANYING BLUE PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WITH RESPECT TO
THE ACQUISITION PROPOSAL WILL BE AUTOMATICALLY REVOKED.
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SOLICITATION OF PROXIES
Proxies may be solicited by mail, telephone or telecopier and in person.
Solicitations may be made by directors, officers, investor relations personnel
and other employees of Luxottica or Purchaser, none of whom will receive
additional compensation for such solicitations. Luxottica has requested banks,
brokerage houses and other custodians, nominees and fiduciaries to forward all
of its solicitation materials to the beneficial owners of the Shares they hold
of record. Luxottica will reimburse these record holders for customary clerical
and mailing expenses incurred by them in forwarding these materials to their
customers.
Luxottica has retained MacKenzie Partners, Inc. ("MacKenzie Partners") for
solicitation and advisory services in connection with this solicitation.
MacKenzie Partners will be paid an aggregate fee of approximately $125,000 for
acting (a) as proxy solicitor in connection with (i) this solicitation, (ii) the
solicitation of agent designations to call a special meeting of U.S. Shoe
shareholders (the "Other Special Meeting") to, among other things, remove U.S.
Shoe's incumbent directors and elect replacement directors, all as further
described in the Offer to Purchase and (iii) the solicitation of proxies for the
Other Special Meeting, if it is called and (b) as Information Agent in
connection with the Offer. MacKenzie Partners may also receive additional
reasonable and customary compensation for providing additional advisory services
in connection with this solicitation and the other proxy solicitations described
in this paragraph. Luxottica has also agreed to reimburse MacKenzie Partners for
its reasonable out-of-pocket expenses and to indemnify MacKenzie Partners
against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. MacKenzie Partners will solicit proxies from
individuals, brokers, bank nominees and other institutional holders.
CS First Boston Corporation ("CS First Boston") is acting as Dealer Manager
in connection with the Offer and as Luxottica's exclusive financial advisor with
respect to the proposed acquisition of U.S. Shoe and certain financial advisory
services in connection with potential divestitures that may occur thereafter.
Luxottica has agreed to pay CS First Boston a financial advisory fee of $250,000
(the "Advisory Fee"); a negotiation fee of $750,000 (the "Negotiation Fee"),
payable upon presentation to U.S. Shoe of a written proposal to effect the
acquisition of U.S. Shoe by Luxottica or the commencement of substantive
negotiations in connection with such acquisition; an implementation fee of
$1,000,000 (the "Implementation Fee"), payable upon the earlier of the
commencement of the Offer, the mailing to U.S. Shoe's shareholders of a
shareholder proxy statement or the date Luxottica's intention to pursue the
acquisition of U.S. Shoe becomes a matter of public knowledge; and an
acquisition fee of $10,000,000 (the "Acquisition Fee"), payable (i) in the case
of a tender offer, upon the acquisition by Luxottica of two-thirds (or, in
certain cases, 50%) or more of the Shares or (ii) in the case of a merger,
acquisition or transfer to Luxottica of all or substantially all of U.S. Shoe's
assets, or other form of acquisition or investment transaction, or the
acquisition of U.S. Shoe's optical business, upon the closing of the
transaction. The payment of each of the Advisory Fee, the Negotiation Fee and
the Implementation Fee shall be credited against the Acquisition Fee. Luxottica
has also agreed to reimburse CS First Boston (in its capacity as Dealer Manager
and financial advisor) for all out-of-pocket expenses incurred by CS First
Boston, including the fees and expenses of its counsel, and to indemnify CS
First Boston and certain related persons and entities against certain
liabilities and expenses in connection with its engagement, including certain
liabilities under the federal securities laws.
Luxottica has agreed to provide CS First Boston with the first opportunity
to act as exclusive financial advisor, sole arranger and sole underwriter or
placement agent for any offering or placement of debt or equity securities which
relates to the acquisition of U.S. Shoe or its assets by Luxottica or its
affiliates. CS First Boston has from time to time rendered, and continues to
render, various investment banking and other advisory services to Luxottica and
its affiliates for which it is paid its customary fees. In connection with CS
First Boston's engagement as financial advisor, Luxottica anticipates that
certain employees of CS First Boston may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are U.S. Shoe shareholders for the purpose of assisting in the solicitation of
proxies for the Special Meeting, as well as for the solicitation of agent
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designations to call the Other Special Meeting and proxies for the Other Special
Meeting. CS First Boston will not receive any fee for or in connection with such
solicitation activities apart from the fees which it is otherwise entitled to
receive as described above. CS First Boston is an affiliate of Credit Suisse.
Luxottica has obtained a commitment letter from Credit Suisse committing Credit
Suisse to provide a credit facility to an indirect wholly owned subsidiary of
Luxottica which will provide financing for the Offer and the Proposed Merger, as
well as for working capital and other general corporate purposes. Credit Suisse
will be paid its customary fees for such commitment.
The entire expense of soliciting proxies for the Special Meeting is being
borne by Luxottica or a direct or indirect subsidiary of Luxottica. Neither
Luxottica nor any such subsidiary will seek reimbursement for such expenses from
U.S. Shoe. Costs incidental to these proxies include expenditures for printing,
postage, legal and related expenses and are expected to be approximately
$750,000. Total costs incurred to date in furtherance of or in connection with
these proxies are approximately $200,000.
If Purchaser should terminate, or materially amend the terms of, the Offer
prior to the Special Meeting, Luxottica or Purchaser will disseminate such
information regarding such changes to U.S. Shoe shareholders and, in appropriate
circumstances, will provide U.S. Shoe shareholders with a reasonable opportunity
to revoke their proxies prior to the Special Meeting.
SHAREHOLDER PROPOSALS
Any notice of a qualified shareholder submitting a proposal for the 1995
Annual Meeting of Shareholders of the Company must have been in proper form and
must have been received by U.S. Shoe no later than December 22, 1994.
OTHER INFORMATION
Purchaser was incorporated in Delaware on March 1, 1995 for the purpose of
acquiring U.S. Shoe and has engaged in no activities to date other than those
incidental to its organization and the proposed acquisition of U.S. Shoe. The
principal address of Purchaser is 1209 Orange Street, Wilmington, Delaware
19801, c/o The Corporation Trust Company. Luxottica is a corporation organized
under the laws of the Republic of Italy. Luxottica is a world leader in the
design, manufacture and marketing of high quality eyeglass frames in the mid and
premium price categories. The principal address of Luxottica is Via Valcozzena
10, 32021 Agordo (Belluno), Italy. Certain information about the directors and
executive officers of Luxottica and Purchaser and certain employees and other
representatives of Luxottica who may also assist MacKenzie Partners in
soliciting proxies is set forth in the attached Schedule I. Schedule II sets
forth certain information relating to Shares owned by Luxottica, Purchaser,
their directors and executive officers, such employees and other representatives
and certain transactions between any of them and U.S. Shoe. Schedule III sets
forth certain information, as made available in public documents, regarding
Shares held by U.S. Shoe's principal shareholders and its management.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. PURCHASER'S OFFER IS BEING MADE ONLY BY MEANS OF THE
OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, AS FILED WITH THE COMMISSION.
PLEASE INDICATE YOUR SUPPORT OF PURCHASER'S OFFER BY COMPLETING, SIGNING AND
DATING THE ENCLOSED BLUE PROXY CARD AND RETURNING IT PROMPTLY TO LUXOTTICA GROUP
S.P.A., C/O MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK
10010, IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS
MAILED IN THE UNITED STATES.
WE WANT YOUR VOTE!
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL
THE ACCOMPANYING BLUE PROXY CARD PROMPTLY.
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
Dated: March 21, 1995
7
<PAGE>
SCHEDULE I
The following table sets forth the name, business address and principal
occupation or employment of (i) each Director and executive officer of Luxottica
and Purchaser and (ii) certain employees and other representatives who may also
assist MacKenzie Partners in soliciting proxies from U.S. Shoe shareholders.
Unless otherwise noted, each person's business address is Via Valcozzena 10,
32021 Agordo (Belluno), Italy. Directors are indicated with an asterisk.
Luxottica S.p.A. and La Meccanoptica Leonardo S.p.A. ("La Meccanoptica") are
wholly owned subsidiaries of Luxottica and are principally responsible for the
design and manufacture of Luxottica's product lines. Avant-Garde Optics, Inc. is
a wholly owned subsidiary of Luxottica and is principally engaged in the
distribution of Luxottica's product lines.
DIRECTORS AND EXECUTIVE OFFICERS OF LUXOTTICA AND PURCHASER
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
- ------------------------------------ -----------------------------------------------------
<S> <C>
Leonardo Del Vecchio*............... Chairman of the Board and Chief Executive Officer of
Luxottica; and Chairman of the Board and Chief
Executive Officer of Purchaser.
Luigi Francavilla*.................. A Managing Director and the Chief Operating Officer
of Luxottica; Managing Director of Luxottica S.p.A.
Claudio Del Vecchio*................ A Managing Director of Luxottica; Executive Vice
Avant-Garde Optics, Inc. President of Avant-Garde Optics, Inc.; and Director
44 Harbor Park Drive and President and Secretary of Purchaser.
Port Washington, New York 11050
Roberto Chemello*................... A Managing Director of Luxottica.
Lucio Rondelli*..................... Chairman of G.T.B. Spa (the company which operates
the computerized trading system of the Italian Stock
Exchange); ARCA Spa (a private mutual fund manager);
ARCA Merchant Spa (a merchant bank); and CENTRO SIM
(a private brokerage company).
Tancredi Bianchi*................... Professor of Credit and Banking at the Bocconi
University.
Armando De Pellegrin................ Technical General Manager of Luxottica S.p.A.
Giancarlo Bertazzo.................. Production General Manager of La Meccanoptica.
Giuseppe Vignato.................... Administrative General Manager of Luxottica.
Enrico Pizzoni...................... Manager of Export Sales of Luxottica S.p.A.
Umberto Soccal...................... Manager of Information Systems of Luxottica.
Henry Sand.......................... Senior Vice President--Sales and Marketing of Avant-
Avant-Garde Optics, Inc. Garde Optics, Inc.
44 Harbor Park Drive
Port Washington, New York 11050
Julien Millet....................... Vice President--Operations of Avant-Garde Optics,
Avant-Garde Optics, Inc. Inc.
44 Harbor Park Drive
Port Washington, New York 11050
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
- ------------------------------------ -----------------------------------------------------
<S> <C>
Susi Belli.......................... Marketing Manager of Luxottica; and Manager of
Investor Relations and Public Relations of Luxottica.
Michael A. Boxer.................... General Counsel and Director of Business Affairs of
Avant-Garde Optics, Inc. Avant- Garde Optics, Inc.; and General Counsel and
44 Harbor Park Drive Assistant Secretary of Purchaser.
Port Washington, New York 11050
</TABLE>
CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF LUXOTTICA
WHO MAY ALSO SOLICIT PROXIES
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
- ------------------------------------ -----------------------------------------------------
<S> <C>
Leonardo Del Vecchio................ Chairman of the Board and Chief Executive Officer of
Luxottica; and Chairman of the Board and Chief
Executive Officer of Purchaser.
Claudio Del Vecchio................. A Managing Director of Luxottica; Executive Vice
Avant-Garde Optics, Inc. President of Avant-Garde Optics, Inc.; and a Director
44 Harbor Park Drive and President and Secretary of Purchaser.
Port Washington, New York 11050
Susi Belli.......................... Marketing Manager of Luxottica; and Manager of
Investor Relations and Public Relations of Luxottica.
Michael Boxer....................... General Counsel and Director of Business Affairs of
Avant-Garde Optics, Inc. Avant- Garde Optics, Inc.; and General Counsel and
44 Harbor Park Drive Assistant Secretary of Purchaser.
Port Washington, New York 11050
D. Scott Lindsay.................... Managing Director, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Gail Zauder......................... Director, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Debora Del Favero................... Vice President, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Minh Do............................. Analyst, CS First Boston
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
</TABLE>
I-2
<PAGE>
SCHEDULE II
SHARES HELD BY LUXOTTICA, PURCHASER, THEIR
DIRECTORS AND EXECUTIVE OFFICERS, CERTAIN
EMPLOYEES AND OTHER REPRESENTATIVES OF LUXOTTICA
On the date hereof, (i) Avant-Garde Optics, Inc., a New York corporation and
a wholly owned subsidiary of Luxottica, beneficially and of record owns 31,375
Shares, which were purchased as follows: 5,675 shares on November 7, 1994,
11,400 Shares on November 8, 1994, 11,400 Shares on November 10, 1994 and 2,900
Shares on November 14, 1994; (ii) Avant-Garde Optics, Inc.'s Employee Profit
Sharing Plan beneficially owns 6,700 Shares, which were purchased on October 28,
1994; (iii) Avant-Garde Optics, Inc.'s Employee Pension Plan beneficially owns
1,500 Shares, which were purchased on October 28, 1994; and (iv) Mr. Claudio Del
Vecchio, the Executive Vice President of Avant-Garde Optics, Inc. and a Managing
Director of Luxottica, and his wife beneficially and of record own, as joint
tenants, 5,100 Shares which were purchased as follows: 700 Shares on February
13, 1992, 800 Shares on February 25, 1993, 1,600 Shares on October 27, 1994 and
2,000 Shares on October 28, 1994. The business address of each such person and
entity is 44 Harbor Park Drive, Port Washington, New York 11050. No part of the
purchase price or market value of any of the Shares described in this paragraph
was represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such Shares.
Except as disclosed above, none of Luxottica, Purchaser or their Directors
or executive officers owns any securities of U.S. Shoe, beneficially or of
record, has entered into any purchase or sale of any such securities within the
past two years or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to any Shares. Except
as disclosed in this solicitation statement, to the best knowledge of Luxottica,
Purchaser and their Directors or executive officers, none of their associates
beneficially owns, directly or indirectly, any securities of U.S. Shoe.
In the ordinary course of its business, CS First Boston may trade the
securities of U.S. Shoe for its own account and the accounts of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of March 20, 1995, CS First Boston held a net long position of
less than 1% of the Shares.
II-1
<PAGE>
SCHEDULE III
PRINCIPAL SHAREHOLDERS OF U.S. SHOE AND SHAREHOLDINGS
OF U.S. SHOE'S MANAGEMENT
Set forth below is information regarding Shares owned by (i) those persons
owning more than 5% of the outstanding Shares and (ii) directors and executive
officers of U.S. Shoe as a group. Such information is derived from U.S. Shoe's
proxy statement for its 1994 Annual Meeting of Shareholders and subsequent
filings on Schedule 13D and Schedule 13G, as described in the footnotes below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
SHAREHOLDERS OWNERSHIP(A) CLASS
- ----------------------------------------------------------- ----------------- ----------
<S> <C> <C>
Mellon Bank Corporation.................................... 4,678,000(b) 10.09%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Boston Group Holdings, Inc. ............................... 4,307,000(c) 9.29%
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Boston Company, Inc. .................................. 4,307,000(d) 9.29%
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Prudential Insurance Company of America................ 3,168,000(e) 6.8%
Prudential Plaza
Newark, New Jersey 07102
Sasco Capital, Incorporated................................ 2,971,200(f) 6.4%
10 Sasco Hill Road
Fairfield, Connecticut 06430
The Boston Company Asset Management, Inc. ................. 2,866,000(g) 6.18%
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Leon G. Cooperman.......................................... 2,678,100(h) 5.8%
c/o Omega Advisors, Inc.
88 Pine Street
Wall Street Plaza-31st Floor
New York, New York 10005
All directors and executive officers as a group (23 993,302(i)(j)(k) 2.13%
persons)...................................................
</TABLE>
- ------------
<TABLE>
<C> <S>
(a) The 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.
(b) Mellon Bank Corporation has reported (in Amendment No. 3 to Schedule 13G dated March 8,
1995 and filed with the Commission) that at that date it had sole voting power with
respect to 3,562,000 Shares, shared voting power with respect to 20,000 Shares, sole
dispositive power with respect to 3,919,000 Shares and shared dispositive power with
respect to 759,000 Shares.
(c) Boston Group Holdings, Inc. has reported (in Amendment No. 3 to Schedule 13G dated
March 8, 1995 filed by Mellon Bank Corporation with the Commission) that at that date
it had sole voting power with respect to 3,251,000 Shares, sole dispositive power with
respect to 3,760,000 Shares and shared dispositive power with respect to 547,000
Shares.
</TABLE>
(Footnotes continued on following page)
III-1
<PAGE>
(Footnotes continued from preceding page)
<TABLE>
<C> <S>
(d) The Boston Company, Inc. has reported (in Amendment No. 3 to Schedule 13G dated March
8, 1995 filed by Mellon Bank Corporation with the Commission) that at that date it had
sole voting power with respect to 3,251,000 Shares, sole dispositive power with respect
to 3,760,000 Shares and shared dispositive power with respect to 547,000 Shares.
(e) The Prudential Insurance Company of America has reported (in Amendment No. 1 to Sched-
ule 13G dated February 2, 1995 and filed with the Commission) that as of December 31,
1994, it had sole voting power with respect to 265,600 Shares, sole dispositive power
with respect to 265,600 Shares, shared voting power with respect to 2,902,400 Shares
and shared dispositive power with respect to 2,902,400 shares.
(f) Sasco Capital, Incorporated has reported (in a Schedule 13G dated February 3, 1995 and
filed with the Commission) that at that date it had sole voting power with respect to
1,519,300 Shares and sole dispositive power with respect to 2,971,200 Shares.
(g) The Boston Company Asset Management, Inc. has reported (in Amendment No. 3 to Schedule
13G dated March 8, 1995 filed by Mellon Bank Corporation with the Commission) that at
that date it had sole voting power with respect to 1,810,000 Shares, sole dispositive
power with respect to 2,791,000 Shares and shared dispositive power with respect to
75,000 shares.
(h) Leon G. Cooperman has reported (in a Schedule 13D dated March 3, 1995 and filed with
the Commission) that at that date he had sole voting power with respect to 2,014,300
Shares, shared voting power with respect to 663,800 Shares, sole dispositive power with
respect to 2,014,300 Shares and shared dispositive power with respect to 663,800
Shares.
(i) Includes Shares subject to outstanding options under U.S. Shoe's stock option plans.
The percentage shown in the table is calculated on the basis that outstanding shares
includes Shares subject to outstanding options under U.S. Shoe's stock option plans
that are exercisable by directors and officers within 60 days, in addition to the
number of shares actually outstanding.
(j) Includes restricted Shares granted under U.S. Shoe's 1988 Employee Incentive Plan which
total 78,030 for all directors and executive officers as a group.
(k) Includes Shares in which the reporting person disclaims beneficial ownership. Such
amount is 5,133 for all directors and executive officers as a group, which amount is
owned by certain executive officers' spouses.
</TABLE>
Except as otherwise noted, the information concerning U.S. Shoe in this
Proxy Statement has been taken from or is based upon documents and records on
file with the Commission and other publicly available information. Neither
Purchaser nor Luxottica takes any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by U.S. Shoe or any other third party to disclose events that may
have occurred and may affect the significance or accuracy of any such
information but which are unknown to Purchaser and Luxottica .
III-2
<PAGE>
IMPORTANT
Your Proxy is important. No matter how many Shares you own, please give
Luxottica your Proxy by:
SIGNING the enclosed BLUE proxy card,
DATING the enclosed BLUE proxy card, and
MAILING the enclosed BLUE proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States).
If you have any questions, would like a copy of the Letter of Transmittal
for the Offer to Purchase and related documents, or require any additional
information concerning this Proxy Statement or the Offer, please contact
MacKenzie Partners at the address set forth below. If any of your Shares are
held in the name of a brokerage firm, bank, bank nominee or other institution,
only it can vote such Shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute the BLUE proxy card.
[LOGO]
156 Fifth Avenue
New York, New York 10010
Toll free: 1-800-322-2885
In New York: 1-212-929-5500 (call collect)
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY LUXOTTICA GROUP S.P.A. AND LUXOTTICA ACQUISITION
CORP. FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE UNITED STATES
SHOE CORPORATION UNDER SECTION 1701.831
OF THE OHIO REVISED CODE
The undersigned hereby appoints Daniel H. Burch, Mark H. Harnett and Jeanne
M. Carr, and each of them, with full power of substitution, the proxies of the
undersigned to vote all of the outstanding Common Shares, without par value, of
The United States Shoe Corporation ("U.S. Shoe")that the undersigned is entitled
to vote at the Special Meeting of Shareholders of U.S. Shoe to be held on April
21, 1995 pursuant to Section 1701.831 of the Ohio Revised Code (the "Special
Meeting"), or at any adjournment or postponement of the Special Meeting, on the
following matters:
1. ACQUISITION OF SHARES OF U.S. SHOE. A resolution of U.S. Shoe shareholders
authorizing the acquisition of a majority or more of the outstanding Common
Shares, without par value ("Shares"), of U.S. Shoe by Luxottica Acquisition
Corp. or Luxottica Group S.p.A. (or one or more corporations directly or
indirectly wholly owned by Luxottica Group S.p.A.) as contemplated by and in
accordance with the terms and conditions of Luxottica Acquisition Corp.'s
Offer to Purchase dated March 3, 1995, as the same may be amended from time
to time.
/ / FOR / / AGAINST / / ABSTAIN
2. ADJOURNMENT OF MEETING. To initiate and vote for a proposal to adjourn the
Special Meeting to solicit additional votes, if necessary, to authorize the
acquisition of Shares of U.S. Shoe.
/ / FOR / / AGAINST / / ABSTAIN
LUXOTTICA GROUP S.P.A. AND LUXOTTICA ACQUISITION CORP. RECOMMEND A VOTE FOR
ITEMS 1 AND 2 .
In their discretion, the proxies of the undersigned named above are
authorized to vote upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement thereof.
[PROXY CONTINUED ON REVERSE]
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ABOVE. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ACQUISITION OF SHARES AND
FOR THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF LUXOTTICA GROUP S.P.A. AND
LUXOTTICA ACQUISITION CORP. DATED MARCH 21, 1995, SOLICITING PROXIES FOR THE
SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Dated: ______________________, 1995
_____________________________________
(Signature)
_____________________________________
(Signature, if jointly held)
Title: ______________________________
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When signing
as an attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign
in full corporate name by
President or other authorized
officer. If a partnership,
sign in partnership name by
authorized person.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY TO LUXOTTICA GROUP S.p.A., C/O
MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
