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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. 24)
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 10 Pages
The Exhibit Index is located on Page 6
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CUSIP NO. 912605102 14D-1 PAGE 2 OF 10 PAGES
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Luxottica Group S.p.A.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
BK
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Republic of Italy
7. Aggregate Amount Beneficially Owned By Each Reporting Person
45,715,747 shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
97.33%
10. Type of Reporting Person
CO
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CUSIP NO. 912605102 14D-1 PAGE 3 OF 10 PAGES
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Luxottica Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
BK, AF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
45,715,747 shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented By Amount in Row (7)
97.33%
10. Type of Reporting Person
CO
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This Amendment No. 24 amends and supplements the Tender Offer Statement on
Schedule 14D-1, filed by Luxottica Group S.p.A. and Luxottica Acquisition Corp.
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 (the "Rights") issued pursuant to the Rights Agreement, dated as
of March 31, 1986, as amended by the First Amendment to Rights Agreement, dated
as of March 23, 1988, each between the Company and Morgan Shareholder Services
Trust Company (as successor to Morgan Guaranty Trust Company of New York), by
the Second Amendment to Rights Agreement, dated as of June 1, 1993, between the
Company and The Bank of New York and by the Third Amendment to Rights Agreement,
dated as of March 29, 1995 (as so amended, the "Rights Agreement"), between the
Company and State Street Bank and Trust Company, as Rights Agent, at a price of
$28.00 per Share (and associated Right), 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 Supplement thereto dated April 24,
1995 and in the related Letters of Transmittal (which together constitute the
"Offer"). 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 6. Interest in Securities of the Subject Company
Item 6 is hereby amended to add the following:
(a) Following expiration of the Offer at 5:00 p.m., New York City time, on
May 11, 1995, the Purchaser accepted for payment all Shares validly tendered
pursuant to the Offer. The Purchaser has been informed by the Depositary that
45,715,747 Shares (including 3,521,795 Shares tendered pursuant to guaranteed
delivery procedures), representing approximately 97.33% percent of the
outstanding Shares, were tendered pursuant to the Offer. A copy of the press
release issued prior to 9:00 a.m., New York City time, on May 12, 1995 with
respect to the foregoing is attached as Exhibit (a)(46) hereto and is
incorporated by reference herein.
ITEM 11. Material to be Filed as Exhibits
Item 11 is hereby amended and supplemented by adding the following exhibit:
(a)(46) --Text of Press Release issued by Parent, dated May 12, 1995.
4
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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: May 12, 1995 By: /s/ Claudio Del Vecchio
.............................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: May 12, 1995 By: /s/ Claudio Del Vecchio
.............................
Claudio Del Vecchio
President
5
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EXHIBIT INDEX
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(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............. *
(a)(22) --Text of Press Release issued by Parent, dated March 30, 1995............. *
</TABLE>
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* Previously filed.
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(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.
</TABLE>
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* Previously filed.
7
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(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.
(a)(44) --Text of Press Release issued by Parent, dated May 5, 1995................ *
(a)(45) --Text of Joint Press Release issued by Parent and the Company dated May
11, 1995................................................................. *
(a)(46) --Text of Press Release issued by Parent, dated May 12, 1995...............
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse............... *
(b)(2) --Commitment Letter, dated April 19, 1995, from Credit Suisse.............. *
(b)(3) --Credit Agreement, dated as of May 1, 1995, among Luxottica US Holdings
Corp., Various Banks and Credit Suisse, as Administrative Agent.......... *
(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.......................................... *
(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..................... *
</TABLE>
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* Previously filed.
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(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)......................................................... *
(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)...... *
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* Previously filed.
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(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........................................................ *
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* Previously filed.
10
[LUXOTTICA GROUP LOGO]
FOR IMMEDIATE RELEASE
For more information, contact:
Mark Harnett, MacKenzie Partners, Inc., Information Agent, 212-929-5748
Felicia Vonella, Dewe Rogerson Inc., 212-668-6840
LUXOTTICA SUCCESSFULLY COMPLETES TENDER OFFER
FOR OUTSTANDING SHARES OF U.S. SHOE
(Milan, Italy, May 12, 1995) -- Luxottica Group S.p.A. (NYSE:LUX) announced
today that the $28 per share tender offer of its indirect wholly owned
subsidiary, Luxottica Acquisition Corp., for all outstanding common shares, and
associated preference share purchase rights, of The United States Shoe
Corporation (NYSE:USR) expired by its terms at 5:00 p.m., New York City time, on
May 11, 1995. Luxottica Acquisition Corp. has accepted for payment all shares
validly tendered in the offer. Luxottica said that payment for the tendered
shares would be promptly made to the tendering shareholders.
According to Chemical Bank, the depositary, 45,715,747 common shares,
representing approximately 97.3% of the outstanding common shares of U.S. Shoe,
were tendered by shareholders (including shares subject to guaranteed delivery)
prior to the offer's expiration.
Luxottica Group S.p.A., based in Italy, is a world leader in the design,
manufacture and marketing of high-quality eyeglass frames and sunglasses in the
mid- and premium price categories. Luxottica's products, which are designed and
manufactured in four facilities located in Italy and include over 1,700 styles
available in a wide array of colors and sizes.
The United States Shoe Corporation is a specialty retailer of women's apparel,
optical products and footwear, operating approximately 2,400 retail outlets and
leased departments with such familiar names as Easy Spirit, Casual Corner,
Petite Sophisticate, August Max Woman, and Capezio. The LensCrafters optical
retailing business is the world's leading optical retailer with 604 retail
stores.
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