<PAGE> 1
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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
THE UNITED STATES SHOE CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ 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.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
THE UNITED STATES SHOE CORPORATION
ONE EASTWOOD DRIVE CINCINNATI, OHIO 45227
MARCH 28, 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 10:00 A.M. at The Phoenix, 812 Race Street, Cincinnati, Ohio 45202,
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 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
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 10:00 A.M. at The
Phoenix, 812 Race Street, Cincinnati, Ohio 45202 (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. The
Corporation's Board of Directors (the "Board of Directors") has 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 SHAREHOLDERS REJECT THE OFFER AND HAS RECOMMENDED A VOTE AGAINST THE
AUTHORIZATION OF THE CONTROL SHARE ACQUISITION.
The enclosed proxy is solicited by 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 28, 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
46,561,785 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.
The 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, State
<PAGE> 4
Street Bank and Trust Company, Corporate Services Department, P.O. Box 592,
Boston, Massachusetts 02102. 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 1-800-628-8528 (Toll-Free).
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.
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 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 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 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; and
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<PAGE> 5
(vi) The interest expressed by other parties in exploring potential
alternative transaction strategies.
The Corporation and Wolfensohn are continuing to explore strategic
alternatives, including the sale of the Corporation or one or more of its
remaining businesses. Wolfensohn has received inquiries from, and initiated
discussions with, numerous parties, which are ongoing.
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, among other things, 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 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 meeting of shareholders 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", as defined below, 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)
3
<PAGE> 6
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 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, however, 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 properly
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 is entitled to instruct The Charles Schwab Trust Company,
as Trustee, how to vote all Common Shares credited to the employee's accounts
under the plan. The form of proxy will serve as voting instructions to the
Trustee from such participants. Common Shares held in the plan for which voting
instructions are not
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<PAGE> 7
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 has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward its solicitation materials to
the beneficial owners of the Common Shares they hold of record. The Corporation
will reimburse these record holders for customary mailing expenses incurred by
them in forwarding these materials. The Corporation also has retained D. F. King
& Co., Inc. to assist it in connection with the solicitation, at an estimated
fee of $50,000, plus reimbursement of out-of-pocket expenses. The Corporation
has agreed to indemnify D.F. King & Co., Inc. against certain liabilities. 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 its 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; H. Marshall Sonenshine; and D. G. Kim.
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 $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 Retailing Group"). The January 16, 1995 Letter Agreement provides for
the payment by the
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<PAGE> 8
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.
OTHER MATTERS
No other matter is to be considered at the 831 Special Meeting. However, if
any 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
Company of America..................... 3,168,100(d) 6.8%
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)......... 1,362,753(g)(h) 695,520 2.93%
</TABLE>
- - ---------------
*Percent of class is less than 1%
(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.
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(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 with respect
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.
(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 28, 1995
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<PAGE> 11
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.
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.
- - ---------------
* 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.
A-1
<PAGE> 12
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.
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.
<TABLE>
<S> <C> <C>
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
</TABLE>
A-2
<PAGE> 13
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 Lorrence T. Kellar, John L. Roy and
Phyllis S. Sewell and each of them, as attorneys, with full power of
substitution, to vote all shares of 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 The Phoenix, 812 Race Street, Cincinnati, Ohio
45202, on Friday, April 21, 1995 at 10:00 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 28, 1995 as well as upon any
procedural matter properly coming before the meeting.
This form of proxy also constitutes instructions to The Charles Schwab 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 Tax
Incentive Savings Plan.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name appears hereon. Joint owners should
each sign personally. If signing as attorney, administrator, executor, guardian
or trustee, please give title as such. If a corporation, this signature should
be that of an authorized officer who should state his or her title. If a
partnership, sign in partnership name by authorized person.
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
/ X / PLEASE MARK VOTES The Board of Directors recommends a Vote
AS IN THIS EXAMPLE AGAINST Proposal 1.
FOR AGAINST ABSTAIN
The shares represented by this proxy when 1. To authorize as required by / / / / / /
properly executed will be voted as directed or, if Section 1701.831 of the Ohio
no direction is specified, will be voted AGAINST Revised Code the proposed
Proposal 1. control share acquisition by
Luxottica Acquisition Corp.
2. In their discretion, to act upon such procedural matters as
RECORD DATE SHARES: may properly come before the meeting.
Please sign this proxy exactly as your name appears
hereon. Joint owners should each sign personally. If
signing as attorney, administrator, executor, guardian or
trustee, please give title as such. If a corporation, this
signature should be that of an authorized officer who
should state his or her title. If a partnership, sign in
partnership name by authorized person.
-------------------
Please be sure to sign and date this Proxy. Date
------------------------------------------------------------------
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Signature Signature if held jointly
</TABLE>
