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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. 11)
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* $1,201,654,248
AMOUNT OF FILING FEE** $240,330.85
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* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase of 50,068,927 Common Shares of the Subject Company and the
associated Rights at $24.00 cash per share, which is equal to the sum of (i)
the number of Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Subject Company for the quarter ended October 29, 1994 and (ii)
the number of Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Subject Company for the fiscal year ended January
29, 1994.
** 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: $240,330.85
Form or Registration No.: Schedule 14D-1
Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
Date Filed: March 3, 1995
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Page 1 of 6 Pages
The Exhibit Index is located on Page 4
<PAGE>
Luxottica Group S.p.A. and Luxottica Acquisition Corp. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, filed 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, as
set forth in this Amendment No. 11. 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
Item 3(b) is hereby amended to add the following:
On March 31, 1995, Parent, the Purchaser and the Company executed a
confidentiality agreement. Parent and the Purchaser expect, pursuant to the
terms of such confidentiality agreement, to receive certain confidential
information from the Company and to review and analyze such information. A copy
of the executed confidentiality agreement is filed as Exhibit (c)(2) hereto and
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
Item 7 is hereby amended to add the following:
On March 31, 1995, the Company issued a press release stating that the
Distribution Date under the Rights Agreement had been further extended until
April 13, 1995, or such later date as the Board of Directors of the Company
may determine.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following exhibits:
(a)(26) -- Text of Press Release issued by Parent, dated April 2, 1995
(c)(2) -- Executed Confidentiality Agreement among Parent, the Purchaser
and the Company dated March 31, 1995
2
<PAGE>
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: April 3, 1995 By: /s/ Claudio Del Vecchio
..............................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: April 3, 1995 By: /s/ Claudio Del Vecchio
..............................
Claudio Del Vecchio
President
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(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.............. *
</TABLE>
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* Previously filed.
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(a)(22) --Text of Press Release issued by Parent, dated March 30, 1995.............. *
(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
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, 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...............
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse................ *
(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
(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...................... *
(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)............................................ *
</TABLE>
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* Previously filed.
5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
(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)......... *
</TABLE>
6
LUXOTTICA
G R O U P
FOR IMMEDIATE RELEASE
For more information, contact
Mark Harnett (MacKenzie Partners, Inc. Information Agent) at 212-929-5877 or
Felicia Vonella (Dewe Rogerson Inc.) at 212-688-6840
LUXOTTICA GROUP EXECUTES CONFIDENTIALITY AGREEMENT
--------------------------------------------------
WITH US SHOE
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(New York, USA and Milan, Italy, April 2, 1995) -- Luxottica Group S.p.A.
(NYSE:LUX) announced today that it had executed a confidentiality agreement
with The United States Shoe Corporation (NYSE:USR) in connection with its
tender offer to buy all outstanding common stock (and associated preference
share purchase rights) of US Shoe. Luxottica stated that it expected to
receive confidential information from US Shoe and to begin its review and
analysis of that information shortly.
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, are sold
through wholly-owned subsidiaries in the USA, Canada, Italy, France, Spain,
Portugal, Sweden, Germany, the United Kingdom, Brazil, Switzerland and
Mexico, through 51%-owned distributors in Belgium, the Netherlands and
Finland, through a 50% joint venture in Japan, through a 75% controlled
company in Austria and through a 75.5% controlled company in Greece.
Luxottica Group's total sales for 1994 were US$504.3 million and net income
was US$77.5 million. Luxottica's US operations in fiscal year 1994 accounted
for 39.5% of Luxottica's total consolidated sales.
Luxottica Group S.p.A. listed its American Depositary Shares on the New York
Stock Exchange in January 1990. Luxottica's shares are traded only in the
U.S. on the NYSE.
# # #
LUXOTTICA GROUP S.p.A. - 32021 AGORDO/BELLUNO - VIA VALCOZZENA, 10 - TEL.
0437/62641 - TELEX 440006 LXAGOR I - FAX 0437/63223
EXHIBIT (c)(2)
THE UNITED STATES SHOE CORPORATION
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
<PAGE>
is permissible being collectively called "Representatives") who need to know
such 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 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 which reflect any of the
Evaluation Material.
<PAGE>
(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 solicitions 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 from 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 meeting 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
<PAGE>
representations or warranties that are made in a Definitive Agreement, when,
as, and if 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 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 objective 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 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 hereunder.
Neither this paragraph nor any other provision in this Agreement can be
<PAGE>
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
------------------------------
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
------------------------
Name: Claudio Del Vecchio
Title: Managing Director
LUXOTTICA ACQUISITION CORP.
By: /s/ Claudio Del Vecchio
------------------------
Name: Claudio Del Vecchio
Title: President
