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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] 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)
LUXOTTICA GROUP S.P.A.
LUXOTTICA ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] 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:
Common Shares, without par value, and the associated preference share
purchase rights (the "Rights")
2) Aggregate number of securities to which transaction applies:
50,068,927 Common Shares
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $24.00
4) Proposed maximum aggregate value of transaction: $1,201,654,248
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Pursuant to, and as provided by, Rule 0-11(c), the filing fee of $240,330.85
is based upon 1/50th of 1% of the Transaction Valuation of the purchase of
50,068,927 Common Shares of the Registrant and the associated Rights at $24.00
cash per share, which number of Common Shares is equal to the sum of (i) the
number of Common Shares outstanding as reported in the Quarterly Report on Form
10-Q of the Registrant for the quarter ended October 29, 1994 and (ii) the
number of Common Shares subject to outstanding options as reported in the Annual
Report on Form 10-K of the Registrant for the fiscal year ended January 29,
1994.
[X] 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: $240,330.85
2) Form, Schedule or Registration Statement No.: Schedule 14D-1, File
No. 005-10927
3) Filing Party: Luxottica Group S.p.A.; Luxottica Acquisition Corp.
4) Date Filed: March 3, 1995
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<PAGE>
PROXY PROXY
THIS PROXY IS SOLICITED BY LUXOTTICA GROUP S.P.A. AND LUXOTTICA ACQUISITION CORP
UNDER
SECTION 1701.831 OF THE OHIO REVISED CODE FOR A SPECIAL MEETING OF
SHAREHOLDERS OF
THE UNITED STATES SHOE CORPORATION
The undersigned hereby appoints Daniel H. Burch, Mark H. Harnett and Jeanne
M. Carr, and each of them, with full power of substitution, the proxies of the
undersigned to vote all of the outstanding Common Shares, without par value, of
The United States Shoe Corporation ("U.S. Shoe")that the undersigned is entitled
to vote at the Special Meeting of Shareholders of U.S. Shoe to be held on April
21, 1995 pursuant to Section 1701.831 of the Ohio Revised Code (the "Special
Meeting"), or at any adjournment or postponement of the Special Meeting, on the
following matters:
1. ACQUISITION OF SHARES OF U.S. SHOE. A resolution of U.S. Shoe shareholders
authorizing the acquisition of a majority or more of the outstanding Common
Shares, without par value ("Shares"), of U.S. Shoe by Luxottica Acquisition
Corp. or Luxottica Group S.p.A. (or one or more corporations directly or
indirectly wholly owned by Luxottica Group S.p.A.) as contemplated by and in
accordance with the terms and conditions of Luxottica Acquisition Corp.'s
Offer to Purchase dated March 3, 1995, as the same may be amended from time
to time.
/ / FOR / / AGAINST / / ABSTAIN
2. ADJOURNMENT OF MEETING. To initiate and vote for a proposal to adjourn the
Special Meeting to solicit additional votes, if necessary, to authorize the
acquisition of Shares of U.S. Shoe.
/ / FOR / / AGAINST / / ABSTAIN
LUXOTTICA RECOMMENDS A VOTE FOR ITEMS 1 AND 2 .
In their discretion, the proxies of the undersigned named above are
authorized to vote upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement thereof.
(Continued on Reverse Side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ABOVE. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ACQUISITION OF SHARES AND
FOR THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF LUXOTTICA GROUP S.P.A. AND
LUXOTTICA ACQUISITION CORP. DATED MARCH 21, 1995, SOLICITING PROXIES FOR THE
SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Dated: _________________________,1995
_____________________________________
(Signature)
_____________________________________
(Signature, if jointly held)
Title: ______________________________
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When signing
as an attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign
in full corporate name by
President or other authorized
officer. If a partnership,
sign in partnership name by
authorized person.
PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
