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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. 6)
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 Pages
The Exhibit Index is located on Page
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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. 6. 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:
(b)-(c) The waiting period under the HSR Act which is applicable to the
Offer expired at 11:59 p.m., New York City time, on March 18, 1995 without the
Purchaser or Parent receiving a request for additional information or
documentary material from the Antitrust Division or the FTC prior thereto.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding the following exhibit:
(a)(18) --Text of Press Release issued by Parent, dated March 20, 1995.
2
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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: March 20, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
Managing Director
LUXOTTICA ACQUISITION CORP.
Dated: March 20, 1995 By: /s/ Claudio Del Vecchio
..........................
Claudio Del Vecchio
President
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EXHIBIT INDEX
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EXHIBIT PAGE
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(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 on 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..............
(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
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Shoe Corporation, et. al. (C-2-95-244).................................... *
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* Previously filed.
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(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
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al. v. The United States Shoe Corporation, et. al. (C-2-95-244)........... *
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(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
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States Shoe Corporation, et al. (C-2-95-244).............................. *
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* Previously filed.
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[LUXOTTICA--LOGO]
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 EXPIRATION OF HART-SCOTT-RODINO
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ANTITRUST WAITING PERIOD
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(New York, USA and Milan Italy, March 20, 1995) -- Luxottica Group
S.p.A (NYSE:LUX) today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating
to its cash tender offer for all outstanding common shares and the related
rights of The United States Shoe Corporation expired at 11:59 p.m., New York
time, on March 18, 1995. Luxottica stated that this antitrust clearance will
permit it to proceed expeditiously toward a prompt and successful consummation
of the tender offer.
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.
