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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 21)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
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LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
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COMMON SHARES, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)
CLAUDIO DEL VECCHIO
44 HARBOR PARK DRIVE
PORT WASHINGTON, NEW YORK 11050
(516) 484-3800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
JONATHAN GOLDSTEIN
WINSTON & STRAWN
175 WATER STREET
NEW YORK, NEW YORK 10038
(212) 269-2500
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* $1,415,903,300 AMOUNT OF FILING FEE** $283,180.66
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* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase of all of the outstanding Common Shares of the Subject Company and
the associated Rights at $28.00 cash per Share. The Subject Company has
disclosed to the Bidders that, as of April 20, 1995, 46,958,375 Shares and
3,603,900 options to acquire Shares were outstanding, and an additional 5,700
Shares were issuable under one of the Subject Company's stock purchase plans.
** 1/50 of 1% of Transaction Valuation.
X Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $283,180.66
Form or Registration No.: Schedule 14D-1; Amendment No. 20 to Schedule 14D-1
Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
Date Filed: March 3, 1995; April 24, 1995
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Page 1 of 8 Pages
The Exhibit Index is located on Page 5
<PAGE>
Luxottica Group S.p.A. and Luxottica Acquisition Corp. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, filed on March 3,
1995 (as amended, the "Schedule 14D-1"), with respect to the offer to purchase
all of the outstanding Common Shares, without par value, of The United States
Shoe Corporation, including the associated preference share purchase rights, as
set forth in this Amendment No. 21. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) is hereby amended to add the following:
The Company, the Purchaser and Avant-Garde entered into an Amendment to
Agreement and Plan of Merger, dated as of April 26, 1995 (the "Amendment").
Pursuant to the Amendment, the Purchaser has agreed to extend the Offer until
the later of (A) May 5, 1995 or (B) the earlier of (1) the satisfaction of the
Control Share Condition in the event the Control Share Condition is satisfied
by the Purchaser determining that Section 831 is invalid or inapplicable to
the acquisition of Shares pursuant to the Offer, and (2) 5:00 p.m. New York
time on the date of the Section 831 Meeting, or, in the event that prior to
such time the inspector of election at the Section 831 Meeting shall not have
finally officially certified the results of voting at the Section 831 Meeting,
3:00 p.m. New York time on the next business day following the Section 831
Meeting. Under the Amendment, each of Parent, the Purchaser and the Company also
agreed, promptly, and in no event later than April 26, 1995, to use its best
efforts (a) to obtain a dismissal without prejudice of all of the claims
alleged by the Luxottica Plaintiffs in the Ohio Litigation, other than Counts
Three, Four and Five of the Third Amended Complaint, and all claims alleged by
the Company Defendants in the Ohio Litigation and (b) to cause Counts Three,
Four and Five of the Third Amended Complaint to remain pending until the
Purchaser accepts for payment the Shares tendered pursuant to the Offer, and
promptly after such time, to obtain a dismissal without prejudice of such
Counts, in all cases with each party bearing its own costs and attorneys'
fees. The foregoing description of the Amendment is qualified in its entirety
by the text of the Amendment which is filed as Exhibit (c)(4) hereto and is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended to add the following:
The information set forth in Item 3(b) above is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended to add the following:
(e) On April 25, 1995 the District Court entered a Stipulation of Dismissal
of Certain Claims (the "Notice of Dismissal") in which the parties to the Ohio
Litigation agreed that all claims alleged in the counterclaims asserted by U.S.
Shoe Defendants are voluntarily dismissed without prejudice, and that Counts
One, Two and Six through Fourteen as alleged in plaintiffs' Third Amended
Complaint are voluntarily dismissed without prejudice. The Notice of Dismissal
further provides that Counts Three through Five of the Luxottica Plaintiffs'
Third Amended Complaint, which relate to the provisions of Section
1701.01(CC)(2) of the ORC, shall remain pending until the Offer is consummated,
at which time these Counts will be dismissed without prejudice. As previously
disclosed, on March 16, 1995 the District Court issued a preliminary injunction
enjoining the Company and the State of Ohio from applying to the Offer the
provisions of Section 1701.01(CC)(2) of the ORC which, by their terms, would
have impaired the voting rights of Disqualified Shares at the Section 831
Meeting. The foregoing description of the Stipulation of Dismissal of Certain
Claims is qualified in its entirety by the text of the Stipulation of Dismissal
of Certain Claims which is filed as Exhibit (g)(18) hereto and is incorporated
herein by reference.
On April 26, 1995 Parent and the Company issued a joint press release
announcing that Parent, the Purchaser and the Company intended to commence
distribution of definitive proxy materials relating to the Section 831 Meeting
on April 27, 1995. Parent and the Company further announced that the
Section 831 Meeting, originally convened on April 21, 1995 and currently
adjourned to May 5, 1995, will be further adjourned to May 11, 1995.
The foregoing description of the joint press release is qualified in its
entirety by reference to the text of the joint press release which is filed
as Exhibit (a)(41) hereto and is incorporated herein by reference .
On April 27, 1995 Parent and the Purchaser commenced distribution of revised
definitive proxy material relating to the Section 831 Meeting.
2
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following exhibits:
(a)(41) --Text of Joint Press Release issued by Parent and the Company, dated
April 26, 1995.
(a)(42) --Definitive Supplement to the 831 Proxy Statement dated April 25,
1995 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, together
with the form of Proxy relating thereto, as filed with the
Securities and Exchange Commission on April 26, 1995 and
incorporated herein by reference.
(a)(43) --Form of Voting Instructions for Voting by Telephone to accompany
the Definitive Supplement to the 831 Proxy Statement of Parent and
the Purchaser, dated April 25, 1995, pursuant to Section 1701.831 of
the Ohio Revised Code, filed with the Securities and Exchange
Commission April 26, 1995 as definitive additional material pursuant
to section 14(a) of the Securities Exchange Act of 1934, as amended,
and incorporated herein by reference.
(c)(4) --Amendment to Agreement and Plan of Merger, dated as of April 26,
1995, among Avant-Garde, the Purchaser and the Company.
(g)(18) --Stipulation of Dismissal of Certain Claims entered in the District
Court on April 25, 1995.
3
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
LUXOTTICA GROUP S.P.A.
Dated: April 27, 1995 By: /s/ Claudio Del Vecchio
...............................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: April 27, 1995 By: /s/ Claudio Del Vecchio
...............................
Claudio Del Vecchio
President
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(a)(1) --Offer to Purchase, dated March 3, 1995................................... *
(a)(2) --Letter of Transmittal.................................................... *
(a)(3) --Notice of Guaranteed Delivery............................................ *
(a)(4) --Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees....................................... *
(a)(5) --Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees............................................. *
(a)(6) --Guidelines for Certification of Taxpayer Identification Number on
Substitute
Form W-9................................................................. *
(a)(7) --Summary Advertisement as published in The Wall Street Journal on March 3,
1995..................................................................... *
(a)(8) --Text of Press Release issued by Parent dated March 3, 1995............... *
(a)(9) --Preliminary Proxy Statement dated March 6, 1995 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, together with the form of Proxy relating thereto, as filed
with the Securities and Exchange Commission on March 6, 1995 and
incorporated herein by reference.
(a)(10) --Preliminary Solicitation Statement dated March 7, 1995 of Luxottica Group
S.p.A. and Luxottica Acquisition Corp. to call a Special Meeting of
Shareholders of The United States Shoe Corporation, together with the
form of Appointment of Designated Agents relating thereto, as filed with
the Securities and Exchange Commission on March 7, 1995 and incorporated
herein by reference.
(a)(11) --Text of Press Release issued by Parent, dated March 9, 1995.............. *
(a)(12) --Acquiring Person Statement of Parent and the Purchaser, dated March 3,
1995, pursuant to Section 1701.831 of the Ohio Revised Code, filed with
the Securities and Exchange Commission March 10, 1995 as definitive
additional material pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.
(a)(13) --Text of Press Release issued by Parent, dated March 10, 1995............. *
(a)(14) --Text of Press Release issued by Parent, dated March 10, 1995............. *
(a)(15) --Text of Press Release issued by Parent, dated March 14, 1995............. *
(a)(16) --Text of Press Release issued by Parent, dated March 16, 1995............. *
(a)(17) --Text of Press Release issued by Parent, dated March 17, 1995............. *
(a)(18) --Text of Press Release issued by Parent, dated March 20, 1995............. *
(a)(19) --Text of Press Release issued by Parent, dated March 21, 1995............. *
(a)(20) --Definitive Proxy Statement dated March 21, 1995 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, together with the form of proxy relating thereto, as filed
with the Securities and Exchange Commission on March 21, 1995 and
incorporated herein by reference.
(a)(21) --Text of Press Release issued by Parent, dated March 24, 1995............. *
</TABLE>
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* Previously filed.
5
<PAGE>
<TABLE><CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(a)(22) --Text of Press Release issued by Parent, dated March 30, 1995............. *
(a)(23) --Text of Press Release issued by Parent, dated March 30, 1995............. *
(a)(24) --Letter to the Shareholders of The United States Shoe Corporation dated
March 28, 1995, to accompany the Definitive Proxy Statement dated March
21, 1995 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, as filed with the Securities and Exchange Commission on
March 29, 1995 and incorporated herein by reference.
(a)(25) --Text of Press Release issued by Parent, dated March 31, 1995............. *
(a)(26) --Text of Press Release issued by Parent, dated April 2, 1995.............. *
(a)(27) --Text of Press Release issued by Parent, dated April 4, 1995.............. *
(a)(28) --Letter to the Shareholders of The United States Shoe Corporation dated
April 12, 1995, delivered in connection with the solicitation of proxies
for the 831 Meeting, including an enclosure describing certain recent
developments, each as filed with the Securities and Exchange Commission
on April 13, 1995 and incorporated herein by reference.
(a)(29) --Text of Press Release issued by Parent, dated April 14, 1995............. *
(a)(30) --Text of Joint Press Release issued by Parent and the Company dated April
16, 1995................................................................. *
(a)(31) --Text of Joint Press Release issued by Parent and the Company dated April
20, 1995................................................................. *
(a)(32) --Text of Joint Press Release issued by Parent and the Company dated April
21, 1995................................................................. *
(a)(33) --Text of Joint Press Release issued by Parent and the Company dated April
21, 1995. ............................................................... *
(a)(34) --Supplement to the Offer to Purchase dated April 24, 1995................. *
(a)(35) --Revised Letter of Transmittal............................................ *
(a)(36) --Revised Notice of Guaranteed Delivery.................................... *
(a)(37) --Revised Letter from Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees....................................... *
(a)(38) --Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees....................................... *
(a)(39) --Summary Advertisement as published in The Wall Street Journal on April
24, 1995................................................................. *
(a)(40) --Revised Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9...................................................... *
(a)(41) --Text of Joint Press Release issued by Parent and the Company dated April
26, 1995.................................................................
(a)(42) --Definitive Supplement to the 831 Proxy Statement dated April 25,
1995 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, together
with the form of Proxy relating thereto, as filed with the
Securities and Exchange Commission on April 26, 1995 and
incorporated herein by reference.
(a)(43) --Form of Voting Instructions for Voting by Telephone to accompany
the Definitive Supplement to the 831 Proxy Statement of Parent and
the Purchaser, dated April 25, 1995, pursuant to Section 1701.831 of
the Ohio Revised Code, filed with the Securities and Exchange
Commission April 26, 1995 as definitive additional material pursuant
to section 14(a) of the Securities Exchange Act of 1934, as amended,
and incorporated herein by reference.
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse............... *
(b)(2) --Commitment Letter, dated April 19, 1995, from Credit Suisse.............. *
(c)(1) --Proposed Confidentiality Agreement among Parent, the Purchaser and the
Company dated as of March 30, 1995 delivered by Parent's Counsel to the
Company on March 31, 1995. .............................................. *
(c)(2) --Executed Confidentiality Agreement among Parent, the Purchaser and the
Company dated March 31, 1995............................................. *
(c)(3) --Agreement and Plan of Merger, dated as of April 21, 1995, among
Avant-Garde, the Purchaser and the Company, including the Guaranty, dated
as of April 21, 1995, of Parent.......................................... *
</TABLE>
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* Previously filed.
6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(c)(4) --Amendment to Agreement and Plan of Merger, dated as of April 26,
1995, among Avant-Garde, the Purchaser and the Company....................
(g)(1) --Complaint Seeking Declaratory and Injunctive Relief filed in the United
States District Court for the Southern District of Ohio, Eastern
Division, on March 3, 1995, relating to the Ohio Take-Over Act, the
Preference Share Purchase Rights and the impairment of the voting rights
of certain Shares under Sections 1701.01(CC)(2) and 1701.831 of the Ohio
Revised Code............................................................. *
(g)(2) --First Amended Verified Complaint seeking Declaratory and Injunctive
Relief filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 6, 1995, relating
to the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code. ................... *
(g)(3) --Motion for Leave to File a Second Amended Complaint filed on March 10,
1995 by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al. v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *
(g)(4) --Second Amended Verified Complaint seeking Declaratory and Injunctive
Relief filed by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, on March 10, 1995, relating
to the Ohio Take-Over Act, the Preference Share Purchase Rights and the
impairment of the voting rights of certain Shares under Sections
1701.01(CC)(2) and 1701.831 of the Ohio Revised Code..................... *
(g)(5) --Motion of Plaintiff Avant-Garde Optics, Inc. for a Hearing and Order to
Show Cause filed on March 10, 1995 by Avant-Garde Optics, Inc. in the
United States District Court for the Southern District of Ohio, Eastern
Division, in the action entitled Luxottica Group S.p.A., et al. v. The
United States Shoe Corporation, et al. (C-2-95-244)...................... *
(g)(6) --Opinion and Order issued on March 16, 1995 by the United States District
Court for the Southern District of Ohio, Eastern Division, in the action
entitled Luxottica Group S.p.A., et al. v. The United States Shoe
Corporation, et al. (C-2-95-244)......................................... *
(g)(7) --Answer of Defendants The United States Shoe Corporation, Joseph H.
Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell, and Counterclaim of
Defendant The United States Shoe Corporation Against Plantiffs for
Preliminary and Permanent Injunction for False and Misleading Statements
in SEC Filings and Tender Offer Materials, filed on March 22, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244).................................... *
(g)(8) --Order issued on March 22, 1995 by the United States District Court for
the Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al. v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *
(g)(9) --Order issued on March 23, 1995 by the United States District Court for
the Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al.v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *
</TABLE>
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* Previously filed.
7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<C> <S> <C>
(g)(10) --Order issued on March 23, 1995 by the United States District Court for
the Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al.v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *
(g)(11) --Motion for Leave to File a Third Amended Complaint filed on March 24,
1995 by Luxottica Group S.p.A., Luxottica Acquisition Corp. and
Avant-Garde Optics, Inc. in the United States District Court for the
Southern District of Ohio, Eastern Division, in the action entitled
Luxottica Group S.p.A., et al. v. The United States Shoe Corporation, et
al. (C-2-95-244)......................................................... *
(g)(12) --Answer of Defendants The United States Shoe Corporation, Joseph H.
Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell, and Amended Counterclaim
of Defendant The United States Shoe Corporation Against Plaintiffs for
Preliminary and Permanent Injunction for False and Misleading Statements
in SEC Filings and Tender Offer Materials, filed on March 29, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244).................................... *
(g)(13) --Amended Answer of Defendants The United States Shoe Corporation, Joseph
H. Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus
B. Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S.
Mechem, Jr., John L. Roy and Phyllis S. Sewell to Third Amended Complaint
and Amended Counterclaim of Defendant The United States Shoe Corporation
Against Plaintiffs for Preliminary and Permanent Injunction for
Misstatements and Omissions in SEC Filings and Tender Offer Materials,
filed on April 6, 1995 by The United States Shoe Corporation and Named
Defendants in the United States District Court for the Southern District
of Ohio, Eastern Division, in the action entitled Luxottica Group S.p.A.,
et al. v. The United States Shoe Corporation, et al. (C-2-95-244)........ *
(g)(14) --Agreed Pre-Hearing Order entered by the District Court on April 7,
1995..................................................................... *
(g)(15) --Reply to Second Amended Counterclaim filed by the Luxottica Plaintiffs on
April 11, 1995 in the District Court..................................... *
(g)(16) --Agreed Order entered by the District Court on April 20, 1995............. *
(g)(17) --Defendants' Third Amended Counterclaim filed on April 17, 1995 by The
United States Shoe Corporation and Named Defendants in the United States
District Court for the Southern District of Ohio, Eastern Division, in
the action entitled Luxottica Group S.p.A., et al. v. The United States
Shoe Corporation, et al. (C-2-95-244).................................... *
(g)(18) --Stipulation of Dismissal of Certain Claims entered in the District
Court on April 25, 1995...................................................
</TABLE>
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* Previously filed.
8
Exhibit (a)(41)
FOR IMMEDIATE RELEASE
For more information, contact:
Robert M. Burton, Director of Corporate Communications, The U.S. Shoe
Corporation,
513-527-7471
Mark Harnett, MacKenzie Partners, Inc., Information Agent, 212-929-5748
Felicia Vonella, Dewe Rogerson Inc., at 212-688-6840, 212-517-6049
U.S. SHOE CORPORATION AND LUXOTTICA GROUP WILL ADJOURN
------------------------------------------------------
SPECIAL MEETING TO MAY 11, 1995 -- LUXOTTICA GROUP EXTENDS
----------------------------------------------------------
TENDER OFFER TO 5:00 P.M. ON MAY 11, 1995
-----------------------------------------
(Milan, Italy and Cincinnati, Ohio, April 26, 1995) -- Luxottica Group S.p.A.
(NYSE:LUX) and The United States Shoe Corporation (NYSE:USR) today announced
that distribution of definitive proxy materials relating to the special
meeting of shareholders of US Shoe to approve Luxottica's proposed
acquisition of U.S. Shoe under Ohio law will commence tomorrow, April 27,
1995. Luxottica and U.S. Shoe also announced that, in order to permit
distribution of such proxy materials in accordance with applicable rules of
the Securities and Exchange Commission, the special meeting, currently
scheduled for May 5, 1995, will be adjourned to 10:00 a.m. on Thursday, May
11, 1995 at U.S. Shoe's corporate headquarters, One Eastwood Drive,
Cincinnati, Ohio. Shareholders of record at the close of business on
Tuesday, March 21, 1995 will continue to be entitled to vote at the adjourned
meeting.
Luxottica Group S.p.A. today also announced that its indirect wholly owned
subsidiary, Luxottica Acquisition Corp., had extended the expiration of its
tender offer to acquire all outstanding common shares (including associated
preference share purchase rights) of U.S. Shoe at a price of $28.00 net per
share to 5:00 p.m., New York City Time, on Thursday, May 11, 1995. Luxottica
explained that such extension was in accordance with its previously
announced merger agreement with U.S. Shoe, noting that consummation of its
outstanding tender offer remained subject to, among other things, the
acquisition being authorized by U.S. Shoe's shareholders at the special
meeting scheduled for May 11, 1995.
According to a preliminary count by Chemical Bank, the depositary, as of the
close of business on April 25, 1995 approximately 1,727,700 common shares of
U.S. Shoe had been tendered by shareholders.
###
Exhibit (c)(4)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
-----------------------------------------
AMENDMENT, dated as of April 26, 1995 (this "Amendment"), by and among
AVANT-GARDE OPTICS, INC., a New York corporation ("Parent"), LUXOTTICA
ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), and THE UNITED STATES SHOE CORPORATION, an Ohio
corporation (the "Company").
RECITALS:
---------
WHEREAS, Parent, Purchaser and the Company are parties to the
Agreement and Plan of Merger, dated as of April 21, 1995 (the "Agreement"), and
WHEREAS, Parent, Purchaser and the Company wish to amend the Agreement
pursuant to Section 7.3 thereof as set forth below.
NOW, THEREFORE, Parent, Purchaser and the Company hereby agree as
follows:
1. Defined Terms. Capitalized terms used but not defined herein will
--------------
have the respective meanings assigned to them in the Agreement.
2. Amendments. (a) Section 1.1 (a) (iii) (B) (y) of the Agreement
-----------
is hereby amended and restated in its entirety as follows:
"(y) 5:00 p.m. New York time on the date of the 831 Meeting (as
hereinafter defined), or, in the event that prior to such time the
inspector of election at the 831 Meeting shall not have finally
officially certified the results of voting at the 831 Meeting, 3:00
p.m. New York time on the next business day following the date of the
831 Meeting."
(b) Section 5.12 of the Agreement is hereby amended and restated in
its entirety as follows:
"5.12 Disposition of Litigation. Each of Parent, Purchaser and the
-------------------------
Company agree, promptly, and in no event later than two business days
after the amendment to the Offer contemplated hereby (unless this
Agreement has been earlier terminated), to use its best efforts (a) to
obtain a dismissal without prejudice of Counts One, Two, Six, Seven,
Eight, Nine, Ten, Eleven, Twelve, Thirteen and Fourteen alleged by
Luxottica Group, Parent and Purchaser, and all claims alleged in the
counterclaims asserted by the Company and the members of the Company's
Board of Directors, in Luxottica Group S.p.A., et al. v. The United
States Shoe Corporation, et al., Civil Action No. C-2-95-244 (the
"Ohio Litigation"), and (b) to cause Counts Three, Four and Five
alleged by Luxottica Group, Parent and Purchaser in the Ohio
Litigation to remain pending until Purchaser accepts for payment the
Common Shares (and the associated Rights) tendered pursuant to the
Offer, and, promptly after such time, to obtain a dismissal without
prejudice of such Counts, in all cases with each party bearing its own
costs and attorneys' fees therefor."
<PAGE>
3. Effect Upon Agreement. Except as otherwise expressly set forth
----------------------
herein, all terms and conditions of the Agreement will remain in full force and
effect. Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "herein", "hereof", "hereto",
"hereinafter", or of like import will mean and be a reference to the Agreement
as amended hereby and each reference to the Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the
Agreement will mean and be a reference to the Agreement as amended hereby.
4. Applicable Law. This Amendment will be governed by and
---------------
construed in accordance with the laws of the State of Ohio applicable to
contracts made and to be performed in that State.
5. Interpretation. The descriptive headings contained herein are
---------------
for convenience and reference only and will not affect in any way the meaning or
interpretation of this Amendment.
6. Counterparts. This Amendment may be executed in any number
-------------
of counterparts, each of which will be deemed to be an original but all of which
together will constitute but one agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
AVANT-GARDE OPTICS, INC.
By: /s/ Michael A. Boxer
-------------------------------
Name: Michael A. Boxer
LUXOTTICA ACQUISITION CORP.
By: /s/ Michael A. Boxer
-------------------------------
Name: Michael A. Boxer
THE UNITED STATES SHOE CORPORATION
By:
-------------------------------
Name:
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
AVANT-GARDE OPTICS, INC.
By:
-------------------------------
Name:
LUXOTTICA ACQUISITION CORP.
By:
-------------------------------
Name:
THE UNITED STATES SHOE CORPORATION
By: /s/ K. Brent Somers
-------------------------------
Name: K. Brent Somers
Exhibit (g)(18)
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
LUXOTTICA GROUP S.p.A., et.al., :
------- :
:
Plaintiffs, :
: Civil Action No. C-2-95-244
v. :
: Judge James L. Graham
THE UNITED STATES SHOE :
CORPORATION, et. al., :
--------
:
Defendants. :
STIPULATION OF DISMISSAL OF CERTAIN CLAIMS
------------------------------------------
Plaintiffs Luxottica Group S.p.A., Luxottica Acquisition Corp., and
Avant-Garde Optics, Inc, defendants The U.S. Shoe Corporation, Joseph H.
Anderer, Philip E. Beekman, Gilbert Hahn, Jr., Roger L. Howe, Bannus B.
Hudson, Lorrence Kellar, Albert M. Kronick, Thomas Laco, Charles S. Mechem,
Jr., John L. Roy, and Phyllis S. Sewell (collectively the "U.S.Shoe
Defendants"), and defendants Mark Holderman, Donna Owens, and the State of
Ohio (collectively the "State of Ohio Defendants"), by and through their
undersigned counsel, hereby stipulate and agree as follows:
1. Counts One, Two, Six, Seven, Eight, Nine, Ten, Eleven, Twelve,
Thirteen and Fourteen as alleged in plaintiffs' Third Amended Complaint
are hereby voluntarily dismissed without prejudice.
2. All claims alleged in the counterclaims asserted by the U.S. Shoe
Defendants are hereby voluntarily dismissed without prejudice.
3. Counts Three, Four, and Five as alleged in plaintiffs' Third Amended
Complaint shall remain pending before this Court until plaintiffs' Tender
Offer for U.S. Shoe is consummated, at which time those Counts will be
dismissed without prejudice.
<PAGE>
AGREED:
/s/ Thomas B. Ridgley
--------------------------------------------
Thomas B. Ridgley (0000910)
VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street
P.O.Box 1008
Columbus, Ohio 43216-1008
(614) 464-6229
Trial Attorney for Plaintiffs
/s/ Joseph J. Dehner per telephone authorization
----------------------------------------------------
Joseph J. Dehner (0011321)
FROST & JACOBS
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6949
Trial Attorney for The U.S. Shoe Defendants
/s/ Daniel A. Malkoff per telephone authorization
----------------------------------------------------
Daniel A. Malkoff (0029917)
Assistant Attorney General
State Office Tower
26th Floor
30 E. Broad Street
Columbus, Ohio 43215
(614) 466-2980
Trial Attorney for The State of Ohio Defendants
