<PAGE> 1
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE UNITED STATES SHOE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing fee (Check the appropriate box)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
----------------------------------------------------------------
[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:
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4) Date filed:
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<PAGE> 2
THE UNITED STATES SHOE CORPORATION
ONE EASTWOOD DRIVE CINCINNATI, OHIO 45227
APRIL , 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, was convened on Friday, April 21, 1995 at
10:00 A.M. at The Phoenix, 812 Race Street, Cincinnati, Ohio 45202, was
adjourned until Friday, May 5, 1995 at 10:00 A.M. or until such later date as
necessary to permit dissemination of supplemental proxy materials to the
Corporation's shareholders (the "Special Meeting"). As announced at the April
21 session of the Special Meeting, the reconvened Special Meeting will be held
at the offices of the Corporation, One Eastwood Drive, Cincinnati, Ohio 45227.
The Special Meeting will be held 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 Group S.p.A. and Luxottica Acquisition Corp. of the
Corporation's outstanding common shares (and the associated preference share
purchase rights) for $28.00 per common share.
2. To consider and vote upon such other matters as may properly
come before the Special Meeting.
Shareholders of record at the close of business on March 21, 1995 are
entitled to vote at the Special Meeting and at any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
AUTHORIZATION OF LUXOTTICA'S CONTROL SHARE ACQUISITION.
James J. Crowe,
Secretary
IMPORTANT
---------------
Your prompt dating, signing and returning of the enclosed PINK proxy
card in the enclosed envelope would be appreciated. If you attend the 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
SUPPLEMENTAL PROXY STATEMENT
OF
THE UNITED STATES SHOE CORPORATION
FOR THE RECONVENED SPECIAL MEETING OF SHAREHOLDERS
UNDER SECTION 1701.831
OF THE OHIO REVISED CODE
A special meeting of shareholders of The United States Shoe
Corporation (the "Corporation") was convened on Friday, April 21, 1995 at 10:00
A.M. at The Phoenix, 812 Race Street, Cincinnati, Ohio 45202 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"). On April 21, 1995, Luxottica and the Corporation agreed to
adjourn the 831 Special Meeting until May 5, 1995 or such later date as is
necessary to disseminate proxy materials to the Corporation's shareholders
describing the definitive Agreement and Plan of Merger, dated as of April 21,
1995, by and among, the Corporation, LAC and Avant-Garde Optics, Inc., a New
York corporation, the parent corporation of LAC and a wholly-owned subsidiary
of Luxottica ("Avant-Garde"), pursuant to which Luxottica and LAC agreed to
amend the Offer to provide for, among other things, a purchase price of $28.00
per Common Share and the elimination of any financing contingency (the "Revised
Offer").
The enclosed proxy is solicited by the Board of Directors of the
Corporation (the "Board of Directors") for use at the Special Meeting and at
any adjournment thereof. This Proxy Statement is being mailed to shareholders
on or about ______ __, 1995. THIS SUPPLEMENTAL PROXY STATEMENT AND
ACCOMPANYING PINK PROXY CARD (THE "SUPPLEMENTAL PROXY MATERIALS") AMEND AND
MODIFY, AND SHOULD BE READ IN CONJUNCTION WITH, THE CORPORATION'S PROXY
STATEMENT DATED MARCH 28, 1995 (THE "831 PROXY STATEMENT") THAT WAS MAILED TO
THE CORPORATION'S SHAREHOLDERS ON OR ABOUT MARCH 28, 1995.
On March 21, 1995, the record date for the determination of
shareholders entitled to vote at the Special Meeting, and any adjournments
thereof (the "Record Date"), there were 45,561,785 Common Shares outstanding.
Subject to limitations imposed upon certain "interested shares" by Section 831
(and described in more detail in the Corporation's 831 Proxy Statement), each
Common Share is entitled to one vote on the matters to be presented at the
Special Meeting.
At the 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 the proposed "control share acquisition"
by Luxottica and LAC of all the Common
<PAGE> 4
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 unanimously
determined that the Revised Offer is fair and in the best interests of the
Corporation and its shareholders. ACCORDINGLY, THE BOARD OF DIRECTORS HAS
UNANIMOUSLY RECOMMENDED THAT THE SHAREHOLDERS APPROVE THE REVISED OFFER AND HAS
RECOMMENDED A VOTE FOR AUTHORIZATION OF THE CONTROL SHARE ACQUISITION.
To authorize the Control Share Acquisition, Section 831 requires (i)
the presence of a quorum at the Special Meeting, (ii) the affirmative vote of
the holders of a majority of the Common Shares present in person or by proxy at
the 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 Special Meeting if a majority of the Common Shares, and a majority of the
"disinterested" Common Shares, are represented at the Special Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR AUTHORIZATION
OF THE CONTROL SHARE ACQUISITION PURSUANT TO THE REVISED OFFER. Promptly
complete, date, sign and return the accompanying PINK 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 Street Bank and Trust Company, Corporate Services Department,
P.O. Box 592, Boston, Massachusetts 02102. Attendance at the Special Meeting
does not in itself revoke the appointment; however, it may be revoked by giving
notice of revocation in open meeting. Your Common Shares can also be voted FOR
the authorization by completing, signing, dating and returning Luxottica's and
LAC's PINK proxy card.
If you have any questions or need assistance in voting, please contact
D.F.King & Co., Inc. at 1-800-628-8528.
THE MERGER AND THE REVISED OFFER
--------------------------------
On March 3, 1995, Luxottica and LAC commenced a tender offer to
acquire all the outstanding Common Shares of the Corporation for a purchase
price of $24.00 per share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer. On April
21, 1995, the Corporation, Avant-Garde and LAC entered into the Merger
Agreement. Under the terms and conditions of the Merger Agreement, LAC has
agreed, subject to certain conditions, to amend the Offer to reflect the
increase to $28.00 per Common Share in the purchase price offered , to
eliminate any financing contingency, to extend the Offer, and to amend the
Offer to reflect certain other provisions of the Merger
2
<PAGE> 5
Agreement. Pursuant to the Merger Agreement, after completion of the Revised
Offer, LAC (or one or more corporations directly or indirectly wholly-owned by
Luxottica) will be merged with the Corporation (the "Merger"). Each then
outstanding Common Share (other than Common Shares owned by LAC, Luxottica,
Avant-Garde or any other direct or indirect subsidiary of Avant-Garde, Common
Shares held in the treasury of the Corporation, Common Shares held by
subsidiaries of the Corporation and Common Shares owned by dissenting
shareholders who perfect any available dissenters' rights under the Ohio
Revised Code (the "Revised Code")), would be converted into the right to
receive $28.00 net per Common Share in cash without interest thereon.
Pursuant to a Guaranty (the "Guaranty"), dated as of April 21, 1995,
Luxottica, as primary obligor and not merely as a surety, has irrevocably,
absolutely and unconditionally guaranteed the payment and performance
obligations of Avant-Garde and LAC under the Merger Agreement and other
specified offer documents to the Corporation, to each other person, if any, to
whom a payment or performance obligation is due under the Merger Agreement and
to certain indemnified parties.
The Merger Agreement, the Merger and the Guaranty are discussed in
more detail in the Corporation's Schedule 14D-9 which was filed with the
Securities and Exchange Commission (the "SEC") on April 24, 1995, and in the
revised Offer to Purchase, which have been mailed separately to the
Corporation's shareholders. Copies of the Schedule 14D-9 and any amendments
thereto may be obtained from the SEC, upon payment of the SEC's customary
charges, by writing to its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1034, Washington, DC 20549. Such material is also
available for inspection and copying at the principal office of the Commission
at the address set forth immediately above, at the Commission's regional
offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661, at the
office of the New York Stock Exchange, 20 Broad Street, New York, NY 10005, and
at the offices of the Pacific Stock Exchange, 115 Saunsome Street, 2nd Floor,
San Francisco, CA 94104.
RESPONSE OF THE BOARD OF DIRECTORS
----------------------------------
At meetings of the Board of Directors held on April 17, 1995 and on
April 21, 1995 (the latter meeting, the "April 21 Meeting"), the Board of
Directors met with its financial and legal advisers to reconsider the Offer as
amended and proposed to be amended pursuant to the terms of drafts of the
Merger Agreement and Guaranty presented to the Board of Directors on April 21,
1995, including the increase from $24.00 to $28.00 in the price offered per
Common Share and the elimination of certain conditions, including the financing
condition, and the amendment and restatement of other conditions to the Offer.
Based on the proposed terms of the draft Merger Agreement and Guaranty and
after receiving advice from the Corporation's financial adviser, James D.
Wolfensohn Incorporated ("Wolfensohn") and from the Company's legal advisers,
the Board of Directors unanimously determined that the Revised Offer and the
Merger Agreement are fair to, and in the best interests of, the
3
<PAGE> 6
Corporation and its shareholders and recommended acceptance of the Revised
Offer, the tender of Common Shares pursuant to the Revised Offer and approval
and adoption of the Merger Agreement by the holders of Common Shares.
In reaching its determination and recommendations at its meetings on
April 17 and April 21, the Board of Directors reviewed in detail the terms of
the Revised Offer and the proposed Merger Agreement and deliberated extensively
with its financial and legal advisers with respect to the foregoing and the
various alternative transactions potentially available to the Company. At the
end of the April 21 Meeting, by unanimous vote the Board of Directors (i)
approved the transactions contemplated by the Merger Agreement in a manner
satisfying the fair price requirements contained in paragraph 2(A) of Article
Seventh of the Articles of Incorporation of the Corporation, (ii) determined
that the Revised Offer and the Merger are fair to and in the best interests of
the Corporation and its shareholders, (iii) approved the Revised Offer, the
Merger Agreement and the Merger, (iv) recommended that the holders of Common
Shares authorize the purchase of Common Shares by LAC for purposes of Section
831, (v) recommended acceptance of the Revised Offer, the tender of Common
Shares pursuant to the Revised Offer and approval and adoption of the Merger
Agreement and the Merger by the holders of Common Shares, (vi) took all actions
which are necessary on the part of its Board of Directors as contemplated by
Section 1704.02(A) of the Revised Code in order to make Chapter 1704 of the
Revised Code inapplicable to the Merger, and (vii) determined that the Revised
Offer is a Permitted Offer (as defined in the Rights Agreement, dated as of
March 31, 1986, and subsequently amended (the "Rights Agreement")) for purposes
of the Rights Agreement (the foregoing actions of the Board of Directors being
collectively referred to as the "Recommendation"); provided that the
Recommendation, in whole or in part (other than the parts referred to in
clauses (i), (vi) and (vii) above, which were effected by irrevocable action),
may be withdrawn, modified or amended if and to the extent legally required for
the discharge by the Corporation's directors of their fiduciary duties as
advised by independent legal counsel, who may be the Corporation's regularly
engaged independent legal counsel (a "Director Duty"). In addition, the Board
of Directors resolved that, for purposes of the Rights Agreement, none of (A)
the execution or delivery of the Rights Agreement, (B) the purchase of Common
Shares pursuant to the Offer or (C) the Merger will cause the Distribution Date
to occur.
In taking such actions, the Board of Directors took into account
numerous factors, including, but not limited to:
(A) Prior discussions and analyses and updated analyses of the
business, financial condition and prospects of the Corporation and of its
Women's Specialty Retailing Group and Optical Group and comparisons of the
$28.00 per Common Share price to the sum of (1) the after-tax consideration to
be received upon the closing of the sale of the Footwear Group to Nine West, and
(2) public market trading prices and prices paid for acquisitions of companies
considered to be relevant, and to historical trading prices of the Common
Shares;
(B) The terms and conditions of the Revised Offer, the Merger
Agreement and the Guaranty, including without limitation, the elimination of
the financing condition from the Revised Offer;
(C) The presentation by Wolfensohn and its written opinion to the
effect that, based upon and subject to the information contained therein, as of
April 21, 1995, the consideration to be received by the holders of Common
Shares
4
<PAGE> 7
pursuant to the Revised Offer and the Merger is fair to such holders from a
financial point of view;
(D) An update on the status of discussions with third parties
exploring potential alternative transactions involving the purchase of parts or
all of the Corporation or its businesses; and
(E) The facts that, although at the time of the April 21 Meeting
other parties were continuing to explore with the Corporation potential
alternative transactions and, pursuant to the terms of the Merger Agreement,
following execution of the Merger Agreement the Corporation would be required
to terminate such discussions; including discussions regarding the sale of the
Women's Specialty Retailing Group, (1) none of such parties had, prior to the
time of the April 21 Meeting, made a firm proposal and there could be no
assurance that any would or, if any firm proposal were made, whether the terms
and conditions thereof would provide superior value to the Corporation's
shareholders than the value provided to the shareholders by the Revised Offer,
and (2) the Merger Agreement (x) permits the Corporation to furnish information
to, or enter into discussions or negotiations with, any person or entity that
makes an unsolicited proposal to acquire the Corporation pursuant to a merger,
consolidation, share exchange, business combination, sale of all or
substantially all the assets, tender or exchange offer or other similar
transaction if a Director Duty requires it to do so (subject to obtaining an
executed confidentiality agreement on terms not more favorable to such person
or entity than the terms contained in the Corporation's confidentiality
agreement with Luxottica and LAC); (y) permits the Corporation to terminate the
Merger Agreement if the Board of Directors shall have (I) withdrawn its
Recommendation, or (II) determined to recommend to holders of Common Shares or
approve a competing transaction, in either such case in the exercise of its
Director Duty (subject in the latter case to the obligation of the Corporation
to notify Avant-Garde and LAC promptly of any determination by its Board of
Directors to recommend such a competing transaction to the holders of the
Common Shares or to approve such competing transaction, which notice must in
any such event be given not less than 24 hours prior to the Company's
termination of the Merger Agreement); and (z) does not require the Corporation
to make any payment to Luxottica or any of its affiliates in the event the
Merger Agreement is terminated for any reason.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE AUTHORIZATION OF THE CONTROL SHARE ACQUISITION.
OHIO CONTROL SHARE ACQUISITION LAW
----------------------------------
A description of the Ohio Control Share Acquisition Law (the "OCSAL")
was included in the Corporation's 831 Proxy Statement previously delivered to
shareholders. Shareholders should review the 831 Proxy Statement for
additional information concerning the provisions of the OCSAL.
5
<PAGE> 8
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 Revised Offer, and
the Merger described in the Revised Offer, however, are conditioned, among
other things, upon shareholder authorization of the Control Share Acquisition
pursuant to Section 831 or LAC's satisfaction, in its sole discretion, that the
provisions of Section 831 are invalid or inapplicable. Shareholders wishing to
receive $28.00 per Common Share therefore should vote to facilitate the
Revised Offer by authorizing the Control Share Acquisition.
CERTAIN VOTING PROCEDURES AT THE SPECIAL MEETING
------------------------------------------------
If the Corporation's proxy is signed and returned without specifying a
choice, the Common Shares represented thereby will be voted FOR authorization
of the Control Share Acquisition. 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 being present at the 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 being present at
the Special Meeting for quorum purposes but not entitled to vote with respect
to the Special Meeting, and will also therefore have the practical effect of a
"no" vote.
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 those plans. The form of proxy will serve as voting
instructions to the Trustee from such participants. Common Shares held in the
plans for which voting instructions are not 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.
SHAREHOLDERS WHO HAVE PREVIOUSLY VOTED AGAINST AUTHORIZATION OF THE
CONTROL SHARE ACQUISITION BY PROPERLY SIGNING, DATING AND MAILING THE
CORPORATION'S WHITE PROXY CARD ARE URGED TO REVOKE SUCH PROXIES AND TO VOTE FOR
AUTHORIZATION OF THE CONTROL SHARE ACQUISITION BY SIGNING, DATING AND RETURNING
THE ENCLOSED PINK PROXY CARD.
6
<PAGE> 9
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. Because the Corporation, LAC, Luxottica and
Avant-Garde are all soliciting proxies in favor of the Control Share
Acquisition, the confidential shareholder voting policy will apply absent the
occurrence of an event triggering an exception described in (i) or (ii) above.
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 also has retained D.F. King to assist it in
connection with the solicitation, at an estimated fee of $________, plus
reimbursement of out-of-pocket expenses. In addition, the Corporation has
retained Abernathy MacGregor Scanlon as public relations adviser to assist the
Corporation with its communications to shareholders in connection with this
solicitation, at an estimated fee of $_______, plus reimbursement of
out-of-pocket expenses. The following officers or employees of Wolfensohn, the
Corporation's financial adviser (599 Lexington Avenue, New York, New York
10022), may also solicit proxies: Glen S. Lewy; H. Marshall Sonenshine; and
D.G. Kim.
OTHER MATTERS
-------------
No other matter is to be considered at the Special Meeting. However,
if any other procedural matter properly comes before the Special Meeting, the
form of proxy also confers 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.
The Acquiring Person Statement, the Offer and the Offer Supplement
contain important information and should be read by shareholders before any
decision is made with respect to voting on authorization of the Control Share
Acquisition.
Only holders of record of Common Shares as of the close of business on
the Record Date are entitled to vote at the Special Meeting or any adjournment
thereof. Shareholders of record on the Record Date will retain their voting
rights for the Special Meeting even if such Common Shares have been sold after
the Record Date or have been, or are, tendered pursuant to the Revised Offer,
whether before or after the Record Date. The tender of Common Shares pursuant
to the Revised 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.
7
<PAGE> 10
Proxies representing any Common Shares held in the names of a
brokerage firm, bank, bank nominee or other institution on the Record Date can
be executed only 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
PINK proxy card with respect to Common Shares you own beneficially.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND MAIL THE
ACCOMPANYING PINK PROXY CARD PROMPTLY. BY COMPLETING, DATING, SIGNING AND
MAILING THE ACCOMPANYING PINK PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU
WITH RESPECT TO THE CONTROL SHARE ACQUISITION WILL BE AUTOMATICALLY REVOKED.
UNLESS PROPERLY REVOKED, ANY PREVIOUSLY EXECUTED WHITE PROXY YOU HAVE RETURNED
TO THE CORPORATION WILL BE VOTED ACCORDING TO YOUR EARLIER INSTRUCTIONS.
REMEMBER, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL AUTHORIZING THE CONTROL SHARE ACQUISITION.
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL SHAREHOLDERS
-----------------------------------------------------
The following table sets forth information, as of April 20, 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
Officers (as defined herein) 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> <C>
Mellon Bank Corporation 4,678,000 (c) 10.1%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The Prudential Insurance 3,168,000 (d) 6.8%
Company of America
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 28,308 13,999 *
Philip E. Beekman 4,999 2,000 *
David M. Browne 103,910 (g)(h)(i) 87,750 *
Gilbert Hahn, Jr. 28,999 25,999 *
Noel E. Hord 61,219 (g)(i) 31,250 *
Roger L. Howe 18,999 3,999 *
Bannus B. Hudson 242,778 (g)(i) 187,000 *
Lorrence T. Kellar 21,005 13,999 *
Albert M. Kronick 41,999 (h) 22,000 *
Thomas Laco 48,799 (h) 5,999 *
Charles S. Mechem, Jr. 36,500 24,000 *
John L. Roy 37,999 25,999 *
Michael M. Searles 67,175 (i) 56,250 *
Phyllis S. Sewell 11,999 5,999 *
K. Brent Somers 71,810 (g)(h)(i) 60,000 *
All directors and executive
officers as a group (20 persons) 1,004,804 (g)(h)(i) 728,683 2.1%
<FN>
*Percent of class is less than 1%
</TABLE>
9
<PAGE> 12
(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.
(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 10,000, 2,985
and 20,000 for Messrs. Hudson, Browne and Hord, respectively, and 32,985 for
all directors and executive officers as a group.
10
<PAGE> 13
(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.
(i) Includes restricted Common Shares granted in fiscal 1995 under
The United States Shoe Corporation Total Return to Shareholders Plan, which
total 9,836, 4,054, 4,469, 4,925 and 2,935, for Messrs. Hudson, Browne, Hord,
Searles and Somers, respectively, and 27,952 for all directors and executive
officers as a group.
By Order of the Board of Directors,
James J. Crowe,
Secretary
Cincinnati, Ohio
May __, 1995
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<PAGE> 14
THE UNITED STATES SHOE CORPORATION
PROXY - SPECIAL MEETING OF SHAREHOLDERS, MAY __, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder appoints _________________ and each of them, as
attorneys, with full power of substitution, to vote all shares in THE UNITED
STATES SHOE CORPORATION that the undersigned is entitled to vote at the special
meeting of the Corporation's shareholders called to order on April 21, 1995 at
The Phoenix, 812 Race Street, Cincinnati, Ohio 45202, and adjourned until May
5, 1995 at the offices of the Corporation, One Eastwood Drive, Cincinnati, Ohio
45227, and at any further adjournments thereof, upon the matters indicated on
the reverse side hereof and fully described in the Corporation's supplemental
proxy statement dated _____ __, 1995 as well as upon any other 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 Salaried
Employee Tax Incentive Savings Plan.
(Continued, and to be dated and signed on the reverse side)
<PAGE> 15
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS SPECIFIED, WILL BE VOTED FOR THE AUTHORIZATION REQUIRED BY SECTION
1701.831 OF THE OHIO REVISED CODE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. To authorize as required by Section 1701.831 of the Ohio Revised Code
the proposed control share acquisition by Luxottica Acquisition Corp.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2 In their discretion, to act upon such other procedural matters as may
properly come before the meeting.
Please sign name(s) exactly as your name
appears hereon. 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, signing partnership name by
authorized person.
PLEASE MARK, SIGN AND RETURN THIS
PROXY CARD PROMPTLY, USING THE
ENVELOPE PROVIDED.
Date: ____________________________, 1995
________________________________________
Signature
________________________________________
Signature if held jointly
Votes must be indicated (X) in Black or Blue Ink
