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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
THE UNITED STATES SHOE CORPORATION
(Name of Person(s) Filing Statement)
COMMON SHARES, WITHOUT PAR VALUE
(AND ASSOCIATED PREFERENCE SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
912605102
(CUSIP Number of Class of Securities)
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James J. Crowe, Esq.
Vice President, Secretary and General Counsel
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227-1197
(513) 527-7000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing)
With a copy to:
William F. Henze II, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
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This Amendment No. 4 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed on March 16, 1995, as
previously amended (the "Schedule 14D-9"), by The United States Shoe
Corporation (the "Company"), with respect to the tender offer by Luxottica
Acquisition Corp., an indirect wholly-owned subsidiary of Luxottica Group
S.p.A., to purchase all outstanding common shares, without par value, of the
Company, including associated preference share purchase rights, at a price of
$24 per share (and associated right), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 3, 1995 and in the
related Letter of Transmittal (the "Luxottica Offer"), as set forth in this
Amendment No. 4. All capitalized terms not otherwise defined herein shall have
the meanings assigned thereto in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b)(1) of the Schedule 14D-9 is hereby amended and supplemented
by adding at the end thereof the following:
On March 31, 1995, the Board of Directors approved regular
annual salary increases for executive employees, including the
executive officers, effective May 1, 1995, with increases for David
Browne, from $425,000 to $500,000, and Noel E. Hord, from $515,000 to
$540,000. The timing of the approval and effectiveness of such annual
salary increases is consistent with the Company's practices in prior
years.
On March 31, 1995, the Board of Directors also approved for
payment regular annual incentive bonuses to the Company's bonus-
eligible employees based upon the respective performance of each
such employee during the Company's fiscal year ended January 28, 1995,
including the executive officers, with annual incentive bonuses for
the following executive officers, respectively: David Browne,
$400,000; Noel E. Hord, $285,000; Bannus B. Hudson, $400,000; and
Michael Searles, $150,000 (such amount with respect to Mr. Searles
being the minimum amount payable pursuant to his employment agreement
with the Company).The timing of the approval for payment of such
annual incentive bonuses is consistent with the Company's practices
in prior years and the respective amounts of such awards are
consistent with the parameters for such awards set forth in the
Company's annual incentive programs.
On March 31, 1995, the Board of Directors also approved awards as
required pursuant to and in accordance with the Total Return to
Shareholder Plan, for the performance period beginning January 1, 1992
and ended March 31, 1995, including awards to the following executive
officers, respectively: David Browne, $107,000; Noel E. Hord,
$118,000; Bannus B. Hudson, $259,000; and Michael Searles, $130,000.
Such awards will be paid in restricted Shares based upon the average
of the highest and lowest prices of Shares on March 30, 1995.
On March 31, 1995, the Board of Directors approved regular
annual awards to bonus-eligible employees of options to purchase
Shares,including awards to the following executive officers,
respectively: David Browne, 27,000; Noel E. Hord, 23,000;
Bannus B. Hudson,
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40,000; and Michael Searles, 20,000. The timing of the approval of
awards of such stock options is consistent with the Company's practice
in prior years and the number of such stock options, 560,000, is the
same number awarded in 1994.
Item 3(b)(2) of the Schedule 14D-9 is hereby amended and restated in
its entirety as follows:
On March 31, 1995, the Company, Luxottica and LAC executed a
Confidentiality Agreement (the "Confidentiality Agreement"), pursuant
to which Luxottica and LAC have agreed, among other things, to keep
confidential certain non-public information regarding the Company that
is to be provided to Luxottica and LAC by the Company or its advisors.
The Confidentiality Agreement is filed as Exhibit 25 hereto and is
incorporated herein by reference. The foregoing description of the
Confidentiality Agreement is qualified in its entirety by reference to
the text of the Confidentiality Agreement.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7(a) of the Schedule 14D-9 is hereby amended and supplemented by
adding at the end thereof the following:
Pursuant to the terms of the Confidentiality Agreement, the
Company and Luxottica, through their respective financial advisors,
have entered into preliminary discussions to explore a potential
transaction with Luxottica.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 25 - The Confidentiality Agreement.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 3, 1995
THE UNITED STATES SHOE CORPORATION
By: /s/ Bannus B. Hudson
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Name: Bannus B. Hudson
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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25 The Confidentiality Agreement .
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EXHIBIT 25
T H E U N I T E D S T A T E S S H O E C O R P O R A T I O N
ONE EASTWOOD DRIVE
CINCINNATI, OHIO 45227-1197
TEL: (513) 527-7000
FAX NUMBER: (513) 527-7880 WRITER'S DIRECT NUMBER:
(513) 527-7462
March 31, 1995
Luxottica Group S.p.A.
Luxottica Acquisition Corp.
c/o Mr. Claudio Del Vecchio
44 Harbor Park Drive
Port Washington, New York 11050
Gentlemen:
In connection with your analysis of one or more possible
transactions involving you and The United States Shoe Corporation (together
with its subsidiaries and affiliates, "U.S. Shoe") or its operations (the
"Business"), including, without limitation, the consummation of an offer to
purchase outstanding common shares of U.S. Shoe and associated preference share
purchase rights directly from the holders thereof or any similar transaction
(an "Offer") (individually or collectively, a "Transaction"), U.S. Shoe
(directly and through its officers, employees and/or agents) is prepared to
disclose to you certain oral and written information concerning U.S. Shoe and
the Business (collectively, the "Evaluation Material"), which you acknowledge
is confidential and of competitive value. In consideration of furnishing you
with the Evaluation Material, U.S. Shoe requests your agreement and the
agreement of Luxottica Acquisition Corp. to the following (it being understood
that you are also agreeing to cause your Representatives (as hereinafter
defined) to comply with the provisions hereof) and will deliver the Evaluation
Material to you or one or more of your specified Representatives (as
hereinafter defined) promptly after execution and delivery of this agreement.
(1) The Evaluation Material will be used solely for the
purpose of evaluating a possible Transaction and not for any other purpose, and
unless and until you have completed a negotiated Transaction with U.S. Shoe
pursuant to a definitive agreement (the "Definitive Agreement"), such
information will be kept confidential by you, except that you may disclose the
Evaluation Material or portions thereof (a) to those of your directors,
officers, employees, proxy solicitors, legal and financial advisors, and
representatives of Credit Suisse, in its capacity as your lender in connection
with a proposed Transaction (the persons to whom such disclosure is permissible
being collectively called "Representatives") who need to know such
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Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 31, 1995
Page 2
information for the purpose of evaluating any possible Transaction with respect
to the Business (it being understood that those Representatives will be
informed of the confidential nature of the Evaluation Material and will agree
to be bound by this letter agreement (this "Agreement"), (b) in an amendment or
amendments to the Tender Offer Statement on Schedule 14D-1 originally filed on
March 3, 1995 with the Securities and Exchange Commission by Luxottica
Acquisition Corp. and Luxottica Group S.p.A., as amended (the "Luxottica
14D-1"), including, without limitation an amendment or amendments to the offer
to purchase constituting an exhibit to the Luxottica 14D-1 and in proxy
solicitation materials relating to matters incidental to an Offer, if and to
the extent, upon advice of your counsel, you are required to make such
disclosure pursuant to the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder, or (c)
as otherwise required, upon advice of your counsel, by applicable United States
law; provided that prior to any such disclosure, you shall first give U.S. Shoe
an opportunity, reasonable under the circumstances, to review and comment on
the proposed disclosure and the basis therefor, and you shall consider in good
faith and in a manner reasonable under the circumstances the views of U.S. Shoe
with respect to the proposed disclosure in order that the required disclosure
may be made in a manner, consistent with your required disclosure obligations,
that minimizes any risk to U.S. Shoe (the possibility that a Transaction might
occur not constituting a "risk to U.S. Shoe" for this purpose). You agree to
be responsible for any breach of this Agreement by your Representatives. In
the event that you or any of your Representatives become legally compelled (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose any of the Evaluation Material, you
shall provide U.S. Shoe with prompt prior written notice of such requirement so
that U.S. Shoe may seek a protective order or other appropriate remedy and/or
waive compliance with the terms of this Agreement. In the event such
protective order or other remedy is not obtained, or U.S. Shoe waives
compliance with the provisions hereof, you agree to furnish only that portion
of the Evaluation Material which is legally required and to exercise all
reasonable efforts to obtain assurance that confidential treatment will be
accorded such Evaluation Material.
(2) The term "Evaluation Material" does not include any
information which (i) at the time of disclosure or thereafter is generally
available to the public (other than as a result of a disclosure directly or
indirectly by you or your Representatives), (ii) was available to you on a
nonconfidential basis from a source other than U.S. Shoe or its advisors,
provided that to your knowledge after reasonable investigation such source is
not and was not bound by a confidentiality agreement with U.S. Shoe, or (iii)
has been independently acquired or developed by you without violating any of
your obligations under this Agreement, but does include any analyses, studies,
conclusions or opinions derived from, based on or which reflect any of the
Evaluation Material.
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Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 31, 1995
Page 3
(3) If a Transaction with respect to U.S. Shoe or the
Business is not consummated by you or if U.S. Shoe so requests, you will
promptly return to U.S. Shoe or destroy (with written confirmation thereof to
U.S. Shoe) all copies of the Evaluation Material in your possession and in the
possession of your Representatives, and you will destroy all copies of any
analyses, compilations, studies or other documents prepared by you or for your
use containing or reflecting any Evaluation Material.
(4) You hereby agree that for a period of two years from the
date hereof you will not solicit the employment of or employ any corporate
officer of U.S. Shoe; provided, however, that the foregoing shall not be deemed
to prohibit general solicitations of employment of persons who are not
corporate officers of U.S. Shoe in your ordinary course of business not
directed specifically toward employees of U.S. Shoe.
(5) Except for contacts in the ordinary course of business,
you agree not to initiate or maintain contact with any officer, employee or
agent of U.S. Shoe except with the express permission of U.S. Shoe. Your
agreement in this respect shall not prohibit you from (i) communicating
generally and publicly in connection with an Offer, (ii) communicating directly
with U.S. Shoe's chief executive officer or chief financial officer, (iii)
communicating with U.S. Shoe securityholders in connection with the
solicitation of proxies relating to matters incidental to an Offer, or (iv)
communicating with any officer, employee or agent of U.S. Shoe in any lawful
manner required in connection with any litigation pending between you and U.S.
Shoe. All communications regarding the Evaluation Material, requests for
additional information, requests for meetings and discussions or questions
relating to the Evaluation Material will be submitted or directed to U.S.
Shoe's financial advisor, James D. Wolfensohn Incorporated. In the event that,
during the term of this Agreement, U.S. Shoe shall enter into any similar
confidentiality or standstill agreement with a third party or shall modify the
terms of any existing such agreement, and such agreement as entered into or as
so modified thereafter shall contain provisions with respect to such third
party's communications with U.S. Shoe's officers, directors, employees, agents
or securityholders which are less restrictive than the provisions of this
paragraph 5, then this paragraph 5 shall be amended automatically, without any
further action by the parties hereto, to reflect such less restrictive terms.
(6) Subject to the provisions of any Definitive Agreement,
you understand and acknowledge that neither U.S. Shoe nor any of its directors,
officers, advisors, representatives or employees are making any representation
or warranty, express or implied, as to the accuracy or completeness of the
Evaluation Material, and none of U.S. Shoe, any of its advisors, or any of its
respective officers, directors, employees, stockholders, affiliates or agents
will have any liability to you or any other person resulting from your use of
the Evaluation Material. Only those representations or warranties that are
made in a Definitive Agreement, when, as, and if
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Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 31, 1995
Page 4
executed, and subject to such limitations and restrictions as may be specified
therein, will have any legal effect.
(7) No contract or agreement providing for a Transaction
shall be deemed to exist between you and U.S. Shoe unless and until a
Definitive Agreement has been mutually executed and delivered, and each of us
hereby waives, in advance, any claims (including, without limitation, breach of
contract) in connection with a Transaction unless and until we shall have so
entered into a Definitive Agreement. Unless and until a Definitive Agreement
with respect to a Transaction has been executed and delivered, neither of us
shall have any legal obligation of any kind whatsoever with respect to any such
Transaction by virtue of this Agreement or any other written or oral expression
with respect to such Transaction except, in the case of this Agreement, for the
matters specifically agreed to herein. For purposes of this paragraph, the
term "Definitive Agreement" does not include an executed letter of intent or
any other preliminary written agreement, nor does it include any written or
verbal offer or acceptance of an offer or bid on the part of either of us.
U.S. Shoe shall be free to conduct other discussions and negotiations regarding
a possible transaction involving U.S. Shoe, the Business or any of its
operations (including, without limitation, entering into a Definitive
Agreement), or to pursue any other course of action independent of any
potential transaction, in any case without prior notice to you or any other
person.
(8) You agree that U.S. Shoe shall be entitled to equitable
relief, including injunction and specific performance, in the event of any
breach of the provisions of this Agreement, in addition to all other remedies
available at law or in equity. You further agree to waive, and to use your
best efforts to cause your Representatives to waive, any requirements for the
securing or posting of any bond in connection with such remedy. You and we
hereby irrevocably and unconditionally (a) consent to submit to the exclusive
jurisdiction of the United States District Court for the Southern District of
Ohio, Eastern Division located in the city of Columbus, Ohio for any disputes
arising out of or relating to this Agreement (and you and we agree not to
commence any action, suit or proceeding relating thereto except in such court),
(b) waive any objection to the laying of venue of any action, suit or
proceeding arising out of this Agreement in any such court, and (c) waive and
agree not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
This Agreement will be governed by and construed in accordance with the laws of
the State of New York, without regard to rules of conflicts of laws.
(9) It is further understood and agreed that no failure or
delay by U.S. Shoe in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise preclude
any other or further exercise of any right, power or privilege
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Luxottica Group S.p.A.
Luxottica Acquisition Corp.
March 31, 1995
Page 5
hereunder. Neither this paragraph nor any other provision in this Agreement
can be waived or amended except by written consent of you and U.S. Shoe, which
consent shall specifically refer to this paragraph (or such other provision)
and explicitly make such waiver or amendment.
If you agree with the foregoing, please sign and return one
copy of this letter to the undersigned via telecopier and confirmed via
overnight courier, which will constitute our agreement with respect to the
subject matter of this letter.
Very truly yours,
THE UNITED STATES SHOE CORPORATION
By: /s/ K. Brent Somers
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Name: K. Brent Somers
Title: Chief Financial Officer
EXECUTED AND AGREED:
This 31st day of March, 1995.
LUXOTTICA GROUP S.P.A.
By: /s/ Claudio Del Vecchio
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Name: Claudio Del Vecchio
Title: Managing Director
LUXOTTICA ACQUISITION CORP.
By: /s/ Claudio Del Vecchio
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Name: Claudio Del Vecchio
Title: Managing Director
