UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNITED STATES SHOE CORPORATION
____________________________________________________________
(Name of Issuer)
Common Stock, No par value
____________________________________________________________
(Title of Class of Securities)
912605102
___________________________________________________________
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201) 325-8660
____________________________________________________________
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 1995
____________________________________________________________
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[X]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
SCHEDULE 13D
CUSIP No. 912605102 Page 2 of 7 Pages
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
N/A
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 2,014,300
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 663,800
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 2,014,300
_________________________________________________________________
(10) Shared Dispositive Power
663,800
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,678,100
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.8%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, no par value
(the "Common Stock" or the "Shares"), of THE UNITED STATES SHOE
CORPORATION (the "Company"), which has its principal executive
offices at One Eastwood Drive, Cincinnati, Ohio 45227.
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the managing general partner of two
limited partnerships organized under the laws of the State of
Delaware known as Omega Capital Partners, L.P., and Omega
Institutional Partners, L.P. They are private investment firms
engaged in the purchase and sale of securities for investment for
their own accounts. The business address of Cooperman and the
principal business and office of Omega Capital Partners, L.P., and
Omega Institutional Partners, L.P., is c/o Omega Advisors, Inc., 88
Pine Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Cooperman is a citizen of the United States.
Cooperman is also the President and majority stockholder
of Omega Advisors, Inc., a Delaware corporation, engaged in
providing investment management. The address of the principal
business and office of Omega Advisors, Inc. is 88 Pine Street, Wall
Street Plaza - 31st Floor, New York, New York 10005. Omega
Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., a Cayman Island corporation, with a business
address at British American Tower, Third Floor, Jennrett Street,
Georgetown, Grand Cayman Island, British West Indies. Omega
Advisors, Inc. also serves as investment manager to Omega Overseas
Partners, II, Ltd., a Cayman Island corporation, with a business
aderess c/jo Hemisphere House, 9 Church Street, Hamilton HM 11,
Bermuda. Cooperman controls Omega Overseas Partners, Ltd. and
Omega Overseas Partners II, Ltd. Omega Advisors, Inc. also serves
with discretionary power as investment manager to unrelated third
parties (herein referred to as the " Managed Account").
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 2,678,100 Shares. Of this
amount, 846,400 Shares are owned by Omega Capital Partners, L.P.,
at a total cost of $15,441,625; 726,000 Shares are owned by Omega
Institutional Partners, L.P., at a total cost of $13,303,898;
371,800 Shares are owned by Omega Overseas Partners, Ltd. at a
total cost of $6,692,114; 70,100 Shares are owned by Omega Overseas
Partners, II, Ltd. at a cost of $1,275,444; and 663,800 Shares are
owned by the Managed Account at a total cost of $12,994,623. The
source of funds for the purchase of all such Shares was investment
capital.
Item 4. Purpose of Transaction.
Cooperman has acquired the Shares for investment
purposes, and only in the ordinary course of business. He has sent
a letter to Charles Mechem, Jr., Chairman of the Board of the
Company, on March 3, 1995 expressing his support of the Company and
thoughts on Luxottica's tender offer, a copy of which is attached
hereto as an Exhibit.
In the ordinary course of business, Cooperman from time
to time evaluates holdings of securities, and based on such
evaluation, he may determine to acquire or dispose of securities of
specific issuers.
Cooperman has no present plans or intentions which would
result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's 10Q
for the quarterly period ended October 29, 1994 filed with the
Securities and Exchange Commission, there are issued and
outstanding 46,341,660 Shares of Common Stock. Omega Capital
Partners, L.P., owns 846,400 Shares, or 1.8% of those outstanding;
Omega Institutional Partners, L.P., owns 726,000 Shares, or 1.6% of
those outstanding; Omega Overseas Partners, Ltd., owns 371,800
Shares, or 0.8% of those outstanding; Omega Overseas Partners, II,
Ltd. owns 70,100 Shares, or 0.2% of those outstanding; and the
Managed Account owns 663,800 Shares, or 1.4% of those outstanding.
Cooperman possesses sole power to vote and direct the disposition
of all Shares of Common Stock owned by Omega Capital Partners,
L.P., Omega Institutional Partners, L.P., and Omega Overseas
Partners, Ltd. As to the 663,800 Shares owned by the Managed
Account, there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed
Account may be deemed beneficial owner of such Shares pursuant to
Rule 13d-3 under the Act as a result of their right to terminate
the discretionary account within a period of 60 days. Cooperman
disclaims beneficial ownership of the Shares except to the extent
of his pro-rata profits interest in the limited partnerships.
The following table details the purchases and sales by
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Overseas Partners, Ltd., Omega Overseas Partners II, Ltd.,
and the Managed Account in shares of Common Stock within the 60 day
period prior to this filing. All other transactions were open
market transactions.
<PAGE>
PURCHASES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
01/30/95 8,000 $ 25.55
02/09/95 5,700 20.125
02/15/95 300 19.50
03/03/95 66,000 24.50
03/03/95 23,800 24.56
03/03/95 62,500 24.53
03/03/95 19,200 24.125
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
01/30/95 6,300 $ 20.25
02/07/95 4,300 20.125
02/15/95 300 19.50
03/03/95 56,200 24.50
03/03/95 20,600 24.56
03/03/95 53,300 24.53
03/03/95 17,000 24.125
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
01/30/95 5,200 $ 20.25
03/03/95 26,400 24.50
03/30/95 9,600 24.56
03/03/95 24,900 24.53
03/03/95 7,000 24.125
Omega Overseas Partners, II, Ltd.
Date of Amount of Price Per
Transaction Share Share
03/03/95 5,000 $ 24.50
03/03/95 1,900 24.56
03/03/95 4,700 24.53
03/03/95 1,500 24.125
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
01/26/95 130,000 $ 20.25
01/30/95 500 20.25
02/09/95 20,000 20.125
02/15/95 2,000 19.50
03/03/95 38,500 24.50
03/03/95 86,100 24.53
03/03/95 14,100 24.56
03/03/95 5,300 24.125
SALES:
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
02/28/95 110,600 $ 19.00
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Shares
02/06/96 800 $ 21.00
02/24/95 49,300 19.29
02/24/95 1,000 19.375
Omega Overseas Partners, II, Ltd.
Date of Amount of Price Per
Transaction Shares Shares
02/06/95 200 $ 21.00
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is a letter by Cooperman dated March 3, 1995 filed
as an Exhibit.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 6, 1995
/s/ ALAN M. STARK
ALAN M. STARK on behalf of LEON G.
COOPERMAN, individually and al
managing partner of Omega Capital
Partners, L.P., Omega Institutional
Partners, L.P., and as President of
Omega Advisors, Inc. pursuant to
Power of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
