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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
THE UNITED STATES SHOE CORPORATION
(Name of Subject Company)
--------------
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Bidders)
--------------
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. 9. 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 10. ADDITIONAL INFORMATION
Item 10 is hereby amended to add the following:
(e) On March 29, 1995, Parent and the Purchaser commenced distribution
of definitive materials soliciting agent designations to call the Special
Meeting for the consideration of, among other things, the removal of all
incumbent directors of the Company and the election of Parent's nominees to
replace them.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following exhibits:
<TABLE>
<C> <S>
(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.
</TABLE>
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.
<TABLE>
<S> <C>
Dated: March 30, 1995 By: /s/ Claudio Del Vecchio
..........................................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: March 30, 1995 By: /s/ Claudio Del Vecchio
..........................................
Claudio Del Vecchio
President
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<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>
------------
* Previously filed.
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<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.................................
(b)(1) --Commitment Letter, dated March 2, 1995, from Credit Suisse................ *
(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>
------------
* Previously filed.
5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<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 TAKES STEPS TO REPLACE US SHOE BOARD BY
-------------------------------------------------------
COMMENCING SOLICITATION TO CALL SECOND SPECIAL MEETING:
-------------------------------------------------------
Also urges shareholders to keep pressure on US Shoe Directors
in new letter seeking votes for April 21
Ohio Control Share Act Meeting
(New York, USA and Milan, Italy, March 30, 1995) -- Luxottica
Group S.p.A. (NYSE:LUX) announced today that it has begun
soliciting support from shareholders of The United States Shoe
Corporation (NYSE:USR) to call a special meeting of US Shoe
shareholders to, among other things, remove the current directors
of US Shoe in an effort to overcome certain anti-takeover
impediments to its pending acquisition proposal. This special
meeting, if called, will be in addition to the special meeting
scheduled for April 21, at which US Shoe shareholders will have
the opportunity to approve Luxottica's ability to purchase US
Shoe shares under the Ohio Control Share Act. US Shoe
shareholders are being asked to sign Luxottica's gold agent
----
designation cards to call the second special meeting.
Claudio Del Vecchio, Managing Director of Luxottica, stated,
"Through the solicitation we are commencing, Luxottica is taking
its campaign directly to US Shoe's shareholders. We believe that
these steps will put the power to decide what is in the best
interests of all of the US Shoe shareholders squarely in the
hands of those best capable of making the decision - the
shareholders themselves."
Mr. Del Vecchio emphasized that "US Shoe has the usual array of
anti-takeover impediments, some of which can be removed only by
US Shoe shareholders and others of which can be removed only by
US Shoe's board of directors. If not removed, we believe that
these impediments will make it difficult for US Shoe shareholders
to obtain full value for their shares."
At the second special meeting, if called, US Shoe shareholders
will be asked to remove of the current US Shoe board of directors
and to elect Luxottica's nominees to the US Shoe board. If
elected, Luxottica's nominees intend, subject to their fiduciary
duties, to redeem the US Shoe poison pill and to render the Ohio
Business Combination Law inapplicable to Luxottica's offer.
<PAGE>
Unless rendered inapplicable, that law could prevent Luxottica
from acquiring the balance of US Shoe shares not acquired
pursuant to Luxottica's tender offer.
Luxottica is also continuing to press forward its campaign to
obtain the shareholder approvals necessary to purchase shares
under the Ohio Control Share Act. Only shareholders of US Shoe,
and not its board of directors, can render such approval. This
first shareholder meeting is scheduled for April 21.
Mr. Del Vecchio added, "In our view, it is clearly time for the
Board of US Shoe to listen to its shareholders and to commence
good faith negotiations with Luxottica, the only potential
acquiror who has commenced a fully underwritten tender offer to
acquire all of US Shoe's shares. Although US Shoe claims that it
is exploring alternatives to maximize value, it has not yet
presented its shareholders any alternative to compete with
Luxottica's offer -- whether at $24 or at any other price -- and
certainly not one that can deliver the same after-tax proceeds in
the same time frame.
"We believe that US Shoe shareholders will continue to exert
pressure on the Board by voting for us on the blue proxy cards
for the April 21 special meeting and the gold card to call the
second special meeting."
The full text of the two letters being mailed to US Shoe's
shareholders follows.
<PAGE>
[Luxottica letterhead]
March 28, 1995
YOUR VOTE IS CRUCIAL TO OUR TENDER OFFER.
KEEP THE PRESSURE ON THE U.S. SHOE BOARD
TO NEGOTIATE IN GOOD FAITH WITH LUXOTTICA!
DEAR U.S. SHOE SHAREHOLDER:
A Special Meeting of The United States Shoe Corporation shareholders
is scheduled to be held in three weeks on April 21, 1995. Unless the owners
of a majority of the shares present at this important meeting vote "FOR"
the approval of our purchase of shares under Ohio law, WE MAY NOT BE ABLE
TO ACQUIRE U.S. SHOE AT $24 PER SHARE OR ANY OTHER PRICE UNDER OUR TENDER OFFER.
The accompanying proxy statement describes in detail the requirements
of voting at the "831 Special Meeting."
* VOTING FOR THE PROPOSAL DOES NOT OBLIGATE SHAREHOLDERS TO TENDER
THEIR SHARES TO LUXOTTICA AT ANY TIME OR AT ANY SPECIFIC PRICE.
* Approval of the proposal will simply remove one of the many
anti-takeover hurdles that prevent shareholders from freely accepting
an offer by Luxottica.
* U.S. Shoe's other anti-takeover roadblocks and impediments include
a "Poison Pill", a super-majority vote needed to remove directors,
and another Ohio law which could prevent Luxottica's completing the
acquisition of U.S. Shoe in a second-step merger for three years.
* U.S. SHOE'S BOARD HAS ALREADY TAKEN CARE OF SENIOR MANAGEMENT WITH
LUCRATIVE GOLDEN PARACHUTES AND SEVERANCE GUARANTEES.
IF YOU WANT U.S. SHOE TO NEGOTIATE
WITH LUXOTTICA IN GOOD FAITH
VOTE TODAY FOR THE "831 PROPOSAL"
ON THE BLUE CARD
SEND A CLEAR MESSAGE TO U.S. SHOE MANAGEMENT TO STOP STALLING AND NEGOTIATE
THE BEST DEAL FOR SHAREHOLDERS RATHER THAN GOLDEN PARACHUTES FOR THEMSELVES
Remember -- by voting for the "831 Proposal " on the enclosed BLUE proxy
you are not in any way committing to tender your shares to Luxottica at $24 per
share or any other price. Please sign, date and mail your BLUE proxy promptly.
Since it is necessary for a majority of all of U.S. Shoe's outstanding
common shares to be represented in person or by proxy at the Special Meeting,
please take a moment to execute your proxy and return it in the envelope
provided. A FAILURE TO VOTE MAY HAVE THE SAME PRACTICAL EFFECT AS A VOTE
AGAINST THE PROPOSAL.
DO NOT DELAY - - EVERY VOTE COUNTS!
<PAGE>
Please call our information agent, MacKenzie Partners, Inc., at (800)
322-2885 Toll-Free if you have any questions about voting your shares or need
further assistance.
Thank you for your prompt attention and careful consideration of this important
vote.
Sincerely,
/s/ Claudio Del Vecchio
Claudio Del Vecchio
Managing Director
--------------------- ADDITIONAL "GOLD" CARD FROM LUXOTTICA --------------------
It is important for U.S. Shoe shareholders to know that Luxottica is also
mailing an additional "GOLD" card and another statement soliciting
shareholder support to call a second Special Meeting to, among other things,
remove the current Board of U.S. Shoe.
If you have questions or need assistance in voting your shares please contact:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
<PAGE>
[LUXOTTICA LETTERHEAD]
March 28, 1995
KEEP THE PRESSURE ON THE U.S. SHOE BOARD
TO NEGOTIATE IN GOOD FAITH WITH LUXOTTICA
SIGN AND RETURN THE GOLD CARD
Dear U.S. Shoe Shareholder:
In order to overcome The United States Shoe Corporation's Poison Pill and
certain other anti-takeover roadblocks to our tender offer, Luxottica has
decided that it is necessary to solicit your support to call an additional
Special Meeting of shareholders of U.S. Shoe. To call this meeting we need the
owners of a majority of all outstanding shares to sign our GOLD Agent
Designation Cards authorizing the actions required to call the second Special
Meeting.
The accompanying solicitation statement describes in detail the requirements
for taking action to call the "Special Meeting to Remove Directors." It is
important to remember that by signing the enclosed GOLD card, shareholders are
not voting at this time, nor are they agreeing to vote in the future, to remove
the U.S. Shoe Board. Furthermore, you should remember that:
- Signing the GOLD card authorizing the Designated Agents to call the
second Special Meeting DOES NOT OBLIGATE SHAREHOLDERS TO TENDER THEIR
SHARES TO LUXOTTICA AT ANY TIME OR AT ANY SPECIFIC PRICE.
- Signing the GOLD card will simply facilitate our ability to overcome
some of the many anti-takeover hurdles that restrict shareholders
from freely accepting an offer by Luxottica at any price, including
an Ohio law which could prevent Luxottica's completing the
acquisition of U.S. Shoe in a second-step merger for three years.
- U.S. Shoe's Board has already taken care of senior management with
lucrative Golden Parachutes and severance guarantees.
DO NOT FORGET TO VOTE LUXOTTICA'S "BLUE" PROXY
It is important for U.S. Shoe shareholders to remember that Luxottica is
also soliciting shareholder support on an additional "BLUE" proxy card and
another proxy statement concerning a Special Meeting to be held on April 21,
1995.
<PAGE>
TELL U.S. SHOE TO NEGOTIATE WITH LUXOTTICA--THE ONLY KNOWN COMPANY WITH A
FINANCING COMMITMENT TO PURCHASE ALL OF U.S. SHOE. PLEASE SIGN YOUR GOLD CARD
TODAY!
We are asking all shareholders to return their executed GOLD cards by
Thursday, April 13, 1995. Time is of the essence--do not delay past this early
return date, which we would prefer not to extend. A return envelope is provided
for your convenience.
Failure to execute a GOLD card has the exact same effect as voting against
calling the Special Meeting to remove the Board.
EVERY VOTE COUNTS--PLEASE ACT PROMPTLY!
Our information agent, MacKenzie Partners, Inc., will be pleased to assist
you with any questions about executing the GOLD card or voting your shares for
the "831 Meeting" on the BLUE proxy card. Call (800) 322-2885 Toll-Free.
We again thank you for your prompt attention and careful consideration of
these important matters that affect the value of your investment in U.S. Shoe.
Sincerely,
/s/ Claudio Del Vecchio
CLAUDIO DEL VECCHIO
Managing Director
<PAGE>
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, United Kingdom, Brazil,
Switzerland and Mexico, through 51%-owned distributors in
Belgium, 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. The Company's
shares are traded only in the U.S. on the NYSE.
# # #
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 ANNOUNCES US SHOE UNWILLING TO SIGN REASONABLE
--------------------------------------------------------------
CONFIDENTIALITY AGREEMENT
-------------------------
(New York, USA and Milan, Italy, March 30, 1995) -- Luxottica
Group S.p.A. (NYSE:LUX) announced today that Claudio Del
Vecchio, Managing Director of Luxottica, sent the following
letter to Bannus Hudson, US Shoe's President and Chief Executive
Officer:
March 30, 1995
Mr. Bannus B. Hudson
President and Chief Executive Officer
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227
Dear Bannus:
We are extremely disappointed that, despite our serious,
best faith efforts to reach agreement over the past week of
negotiations, The United States Shoe Corporation ("US Shoe") has
again refused to enter into a reasonable, mutually satisfactory
confidentiality agreement with Luxottica. It has become
increasingly clear to us that our fully underwritten, all cash
offer all outstanding US Shoe common stock (and associated
preference share purchase rights) (the "Offer") is superior to
any other alternative currently available to your shareholders.
Contrary to your claims that US Shoe is exploring alternatives to
maximize shareholder value, you have not yet presented your
shareholders with any alternative to compete with Luxottica's
Offer, whether at $24 or any other price, and certainly not one
that can deliver the same after-tax proceeds in the same time
frame.
As we repeatedly indicated to you over the past week, we are
optimistic that you can convince us that there is value beyond
that set forth in our Offer. You have represented to us that the
non-public information that you have withheld from us - and that
you admit to having provided to others - will allow us to
reconsider our views on value and justify an improvement to our
<PAGE>
Offer. That is the only reason we had hoped to obtain access to
----
the information.
Unfortunately, we could not reach agreement with you,
primarily due to your insistence on a two year standstill
provision which we and you both know is highly unusual and not
customary in situations of this type. As you know, we are
willing to compromise significantly in order to conclude
negotiations by agreeing to other highly unusual provisions. For
example, we are willing to agree to give you the right of
reviewing our disclosure in certain circumstances. As a further
attempt to demonstrate our good faith and desire to help you
achieve your stated objectives for your shareholders today, under
separate cover, we have forwarded to you an executed
confidentiality agreement that we believe is eminently
reasonable. All that it requires is your signature to be
effective. Than we finally can proceed to the really important
negotiations.
We believe that you have a duty to give us access to the
same non-public information you are providing others, a duty to
negotiate with us in good faith and a duty to provide a level
playing field for all parties that are interested in purchasing
all or part of US Shoe. We believe that you can no longer ignore
these duties, especially in light, of your public statements that
you were considering the sale of parts or all of your business.
If you continue to exclude us from your process, shareholders of
US Shoe will suffer as a result.
Your shareholders will also continue to suffer from the
misstatements you have made over the past week and the
misinterpretations that you have permitted to go uncorrected.
Frankly, we are perplexed by the misinterpretations you have made
concerning our Offer, our litigation posture and other aspects of
our proposal. Rather than responding to each of your public
statements, we have chosen to focus on the most immediate need of
your shareholders -- the negotiation of a mutually acceptable
confidentiality agreement so that we can obtain information to
justify an increase in our Offer.
It is now time to set the record straight. Contrary to your
assertions in the press, Luxottica has no objection to the sale
of your footwear division and other assets to Nine West Group,
Inc. being consummated on the terms disclosed and in accordance
with applicable law. We believe that a transaction with Nine
West and a transaction with Luxottica are not mutually exclusive.
You have allowed your shareholders to believe that US Shoe
and Luxottica have been engaged this past week in substantive
negotiations. Sadly, this is wrong. Rather than negotiate over
the substance of our Offer, we have been sidetracked by
negotiations over the terms of a confidentiality agreement. We
believe that we already have compromised significantly, and we
both know that a mutually satisfactory confidentiality agreement
could be executed with a minimum of additional effort.
<PAGE>
It remains our sincere hope that you will act for the
benefit of all US Shoe shareholders by ending your opposition to
our Offer and talking with us. We also hope that you will adhere
to your fiduciary duties by conducting a fair and open process in
which no particular bidder or transaction is favored.
We stand willing to be convinced that our current Offer does
not reflect the true value of US Shoe, but the burden of proof on
this issue remains with you. We await the opportunity to review
the information that will allow us to increase our Offer.
Otherwise, you leave us no choice but to proceed with our current
Offer and proxy solicitations.
As always, we stand ready to meet with you at any time to
further discuss this matter.
Sincerely,
Claudio Del Vecchio
Managing Director
cc: Board of Directors of
The United States Shoe Corporation
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, United Kingdom, Brazil, Switzerland and Mexico,
through 51%-owned distributors in Belgium, 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. The
Company's shares are traded only in the U.S. on the NYSE.
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