<PAGE> 1
FILE PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-27391
79,655 Shares
COLE NATIONAL CORPORATION
Class A Common Stock
This Prospectus relates to 79,655 shares of Class A Common Stock, par
value $.001 per share ("Common Stock"), of Cole National Corporation, a Delaware
corporation (the "Company") to be offered (the "Offering") by certain selling
stockholders (the "Selling Stockholders"). See "Selling Stockholders." This
Offering will terminate at 5:00 P.M. Cleveland, Ohio Time on July 31, 1997
unless otherwise extended. The Company will not receive any of the proceeds from
the sale of shares by the Selling Stockholders. The Common Stock is the only
class of common stock outstanding and each share of Common Stock is entitled to
one vote per share. The shares of Common Stock offered hereby are listed on the
New York Stock Exchange under the symbol "CNJ." On May 28, 1997, the closing
sales price of the Common Stock on the New York Stock Exchange Composite Tape
was $36.875 per share.
---------------
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF SHARES OF THE COMMON STOCK OFFERED HEREBY.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The distribution of the shares of Common Stock by the Selling
Stockholders may be effected from time to time in one or more transactions
(which may involve block transactions) on the New York Stock Exchange or such
other national stock exchange or such other national stock exchange on which
shares of Common Stock are traded, in special offerings, exchange distributions
and/or secondary distributions pursuant to and in accordance with the rules of
such exchanges, in the over-the-counter market, in negotiated transactions,
through underwriters, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
price or at negotiated prices.
The aggregate proceeds to the Selling Stockholders from the Common
Stock will be the purchase price of Common Stock sold less the aggregate agents'
commissions and underwriters' discounts, if any. The Company will receive no
proceeds from this Offering, but will pay the expenses of registration under the
Securities Act of 1933 relating to this offering. See "Plan of Distribution."
---------------
Any broker-dealers, agents or underwriters that participate with the
Selling Stockholders in the distribution of any of the shares of Common Stock
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933 (the "Securities Act") and any discount or commission received by them and
any profits on the resale of the shares of Common Stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The date of this Prospectus is May 29, 1997
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained at prescribed rates by writing the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a Web site located at http://www.sec.gov. that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission. The Company's Class A Common Stock is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning the
Company may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement
(the "Registration Statement," which terms shall include any amendments thereto)
on Form S-3 under the Securities Act, with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits and schedules thereto, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission, and to which reference is hereby made. For further information,
reference is hereby made to the Registration Statement and the exhibits and
schedules thereto.
Unless the context otherwise requires, references herein to the
"Company" include the Company and its direct and indirect subsidiaries.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
February 1, 1997 (File No. 1-12814).
2. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed February 14, 1994, as amended
April 6, 1994.
3. The description of the Company's Stockholders' Rights Plan set
forth in the Company's Registration Statement on Form 8-A filed September 7,
1995.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from their
respective dates of filing. Any statement contained herein or in any document
incorporated or deemed to be incorporated shall be deemed to be modified or
superseded for all purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
Certain of the documents incorporated by reference contain
forward-looking statements. Forward-looking statements are based upon
management's expectations and beliefs concerning future events impacting the
Company. All forward-looking statements involve risk and uncertainty. Actual
results may be materially affected by a variety of factors, some of which may be
beyond the control of the Company. See "Risk Factors."
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<PAGE> 3
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH
PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR
ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION THAT HAS
BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS (OTHER THAN EXHIBITS TO THE
INFORMATION THAT ARE INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS
INCORPORATES). REQUESTS SHOULD BE DIRECTED TO TRACY L. BURMEISTER, SECRETARY,
COLE NATIONAL CORPORATION, AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES, 5915
LANDERBROOK DRIVE, MAYFIELD HEIGHTS, OHIO 44124, TELEPHONE NUMBER (216)
449-4100. PERSONS REQUESTING COPIES OF EXHIBITS TO SUCH DOCUMENTS THAT WERE NOT
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS WILL BE CHARGED THE
COSTS OF REPRODUCTION AND MAILING.
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<PAGE> 4
THE COMPANY
Cole National Corporation (the "Company") is a leading national
specialty service retailer. The Company's businesses are conducted through two
principal operating units: (i) Cole Optical, consisting of Cole Vision
Corporation ("Cole Vision") and Pearle Inc. ("Pearle"), which was acquired on
November 15, 1996; and (ii) Cole Gift, consisting of Things Remembered, Inc.
("Things Remembered") and Cole Gift Centers, Inc. ("CGC"). Cole Optical is the
largest optical retail company in the United States in terms of number of
locations. Cole Gift operates the only nationwide chain of gift stores offering
"while you shop" gift personalization, key duplicating, engraving, monogramming
and related merchandise. The Company differentiates itself from other specialty
retailers by providing value-added services at the point of sale at all of its
retail locations.
COLE OPTICAL
Cole Vision operates principally under the "Sears Optical,"
"Montgomery Ward Vision Center" and "BJ's Optical Department" names. As of
February 1, 1997, Cole Vision operated 1,063 departments in 46 states, including
675 departments on the premises of Sears department stores, 213 departments in
Montgomery Ward stores, 75 departments in BJ's Wholesale Club stores, 19
departments located in three other retailers and 81 freestanding stores operated
under the name "Sears Optical". In November 1996, Cole Vision acquired 73 Sears
Optical departments and two freestanding Vision Club stores in Canada. Cole
Vision also offers comprehensive eyecare benefits to major employers and health
care providers through its managed vision care program. Cole Vision departments
are generally operated under a lease or license arrangement through which the
host store collects the sales receipts, retains an agreed upon percentage of
sales and remits the remainder to Cole Vision on a weekly basis. Cole Vision's
product line includes a broad selection of prescription eyeglasses, contact
lenses and accessories at all of its locations. At most Cole Vision locations, a
doctor of optometry provides eye examination services on the premises. Cole
Vision strives to provide its customers with exceptional patient care and value
by combining the personal service typically associated with a private doctor of
optometry with the broad product selection and cost benefits of a large optical
chain. Each of Cole Vision's optical departments are computer linked to its five
centralized manufacturing laboratories, enabling it to provide next day delivery
on most eyewear when requested by its customers.
At February 1, 1997, Pearle's operations consisted of 348
company-owned and 338 franchised stores located in 43 states, Canada and the
Caribbean. Pearle's highly recognized brand name and slogan, Nobody Cares For
Eyes More Than Pearle, have been used for over 15 years. All Pearle stores
operate in either an "Express" or "Mainline" store format. Express stores
contain a full surfacing lab that can manufacture most glasses in approximately
one hour. Mainline stores can manufacture over 50% of prescriptions on-site in
approximately one hour. Other prescriptions are sent to a nearby Express
location or to the main laboratory in Dallas, which can generally complete
orders for next day delivery upon request.
COLE GIFT
Cole Gift is comprised of personalization gift stores, operated by
Things Remembered and CGC, offering "while you shop" gift engraving, key
duplicating, glass etching and monogramming, as well as related merchandise. At
February 1, 1997, Things Remembered operated 790 locations consisting of 343
kiosks, 364 in-line stores and 83 personalization superstores and CGC operated
501 departments in host stores. Things Remembered and CGC each offer a broad
assortment of engravable gift categories and items at prices generally ranging
from $10 to $75.
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<PAGE> 5
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Selling Stockholders............................. 79,655 shares
Common Stock to be outstanding after the Offering..........................12,122,921 shares (1)
NYSE symbol..............................................................................CNJ
<FN>
(1) Reflects information as of May 16, 1997. Excludes 1,398,067
shares issuable upon the exercise of stock options and 81,574
shares issuable upon the exercise of warrants.
</TABLE>
USE OF PROCEEDS
All shares of Common Stock being offered hereby will be sold by
the Selling Stockholders for their own account. The Company will not receive any
proceeds from such sales.
RISK FACTORS
Prospective investors in the Common Stock should consider
carefully the following factors, in addition to the other information contained
in this Prospectus, prior to making an investment in the Common Stock.
LEVERAGE
The Company owns its operating businesses through Cole National
Group, Inc. ("CNG"), a wholly owned subsidiary. Although the Company itself has
no outstanding indebtedness (other than capital leases), CNG remains highly
leveraged and its debt service requirements will be substantial. As of February
1, 1997, the Company had consolidated long-term debt of $318 million and
stockholders' equity of $20 million.
The Company currently expects that CNG and its subsidiaries will
be able to service the principal obligations on their indebtedness out of cash
flow from operations. The Company has no significant principal payment
obligations under any of its outstanding indebtedness until CNG's 11.25% Senior
Notes (the "Senior Notes") mature in 2001. The ability of CNG and its
subsidiaries to satisfy their obligations will be primarily dependent upon the
future financial and operating performance of the subsidiaries and upon the
Company's and CNG's ability to renew or refinance borrowings or to raise
additional equity capital. Each of these alternatives is dependent upon
financial, business and other general economic factors affecting the
subsidiaries and the retailing business in particular, many of which are beyond
the control of the Company and its subsidiaries. If CNG and its subsidiaries are
unable to generate sufficient cash flow to meet their debt service obligations,
they will have to pursue one or more alternatives, such as reducing or delaying
capital expenditures, refinancing debt, or selling assets. There can be no
assurance that any such alternatives could be accomplished on satisfactory
terms. While the Company believes that cash flow from operations along with
funds available under the Revolving Credit Facility will provide adequate
sources of long-term liquidity, a significant drop in operating cash flows
resulting from economic conditions, competition or other uncertainties beyond
the Company's control would increase the need for refinancing.
Upon the occurrence of a "change of control" of the Company, each
holder of the Senior Notes and each holder of the 9-7/8% Senior Subordinated
Notes due 2006 (the "Notes") would have the right to require the repurchase of
all or any part of such holder's Senior Notes at a purchase price equal to 101%
of the aggregate principal amount thereof, plus accrued and unpaid interest
thereof. At February 1, 1997, the Company had outstanding $165.8 million of the
Senior Notes and $150.0 million of the Notes. A "change of control" would occur
if a single purchaser or purchasers acting together as a "group" (as defined
under the Exchange Act) acquires (through individual market purchases,
negotiated transactions, or otherwise) 50% or more of the total voting power of
the voting stock of the Company on a fully diluted basis. If such an event does
occur, there can be no assurance that the Company would have the ability to
finance the repurchase of the Senior Notes or the Notes that are tendered to it.
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<PAGE> 6
COMPETITION
The Company operates in highly competitive businesses. Cole
Optical competes with other optical companies, private ophthalmologists,
optometrists and opticians and a growing number of health maintenance
organizations in a highly fragmented marketplace. Pearle competes on the basis
of its highly recognized brand name, one-hour express service and by offering
quality eyecare products. Cole Vision competes primarily on the basis of the
service it provides as well as price and product quality, and the reputation of
its host stores. Cole Gift competes with other gift store retailers on the basis
of the value-added point of sale services that it provides as well as price and
product quality. Some of the Company's competitors have greater financial
resources than the Company.
SEASONALITY
The Company's business historically has been seasonal with, on
average, approximately 30% of the Company's sales and approximately 50% of its
operating earnings occurring in the fourth fiscal quarter because of the
importance of gift sales during the Christmas retailing season. Although the
acquisition of Pearle will moderate the seasonality of the Company due to
relatively lower levels of optical sales during the Christmas holiday season,
the Company's business will remain seasonal.
RELATIONSHIPS WITH HOST STORES
The CGC and Cole Vision locations are operated under the names of
their respective host stores under leases or licenses, from such host stores,
that are terminable upon 60-90 days' notice. The Company has enjoyed excellent
relationships with its major host stores for over 40 years and has never had a
lease terminated, other than in connection with a store closing, relocation or
major remodeling. Although the Company currently has an excellent relationship
with its major host stores, there can be no assurance that a major host store
will not in the future terminate its relationship with the Company, including
the use of the host store's name, in accordance with the terms and conditions of
the lease or license between such host store and the Company. There would be a
material adverse effect on the Company's financial position and results of
operations if a major host store were to terminate its relationship with the
Company.
INTEGRATION OF PEARLE AND RISK OF FRANCHISING
The acquisition of Pearle was the largest acquisition made by the
Company. Acquisitions of the magnitude of Pearle are inherently subject to
significant risk. There can be no assurance that the Company will be able to
integrate the acquired Pearle operations successfully. The full benefits of the
integration of the acquired Pearle operations will require some consolidation of
Cole Vision's and Pearle's management, control and administrative systems. These
steps will require substantial attention from and place substantial demands upon
the senior management of Cole Vision and/or the Company, as well as the
cooperation of Pearle's management, employees and franchisees. The demands on
the Company's existing management caused by the acquisition of Pearle may divert
attention from and adversely impact their ability to manage the Company's
existing businesses.
As a result of the acquisition of Pearle, the Company's
consolidated gross margin will decline from its historical levels. Pearle has a
lower gross margin than the Company due to the higher costs of instore
laboratories and lower margin wholesale sales to franchised stores partially
offset by franchise royalties, fees and interest income on franchise notes
receivable which have no corresponding cost of goods sold.
In addition, the Company has never operated as a franchisor and
will be required to operate such business in accordance with applicable
franchise laws and regulations. The Company's plans for Pearle depend, in part,
on the Company's ability to continue Pearle's franchised operations, to improve
Pearle's relationships with its franchisees, and to attract new franchisees. The
Company's flexibility in making changes to Pearle's franchisee operation is
limited by the terms of the agreements entered into with the franchisees, laws
and regulations governing the relationship with the franchisees and other
obligations. As a
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<PAGE> 7
result, the ability of the Company to realize the benefits from the acquisition
of Pearle may be limited with respect to the Pearle franchise operation.
DIVIDEND POLICY; RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Company currently intends to retain earnings to support its
growth strategy and does not anticipate paying dividends in the foreseeable
future. Payment of future dividends, if any, will be at the discretion of the
Company's Board of Directors after taking into account various factors,
including the Company's financial condition, operating results, current and
anticipated cash needs and plans for expansion. The operations of the Company
are and are expected to be conducted through its direct and indirect
subsidiaries. The covenants in certain debt instruments to which CNG or its
subsidiaries are a party restrict the ability of CNG and it subsidiaries to make
distributions to the Company to enable the Company to pay dividends. The amount
of dividends that may be paid under each of these agreements is based in part on
the operating results of the Company's subsidiaries, and there can be no
assurance as to the amount or frequency of dividends that can be paid to the
Company in future years.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Certificate of Incorporation
and By-Laws and of the Delaware General Corporation Law could have the effect of
deterring hostile takeovers or delaying or preventing changes in control or
management of the Company. In addition, the Company has adopted a stockholders'
rights plan that includes certain provisions which could have similar
anti-takeover effects. Any one of, or a combination of, the above anti-takeover
provisions could discourage a third party from attempting to acquire control of
the Company.
SHARES ELIGIBLE FOR FUTURE SALE
The shares of Common Stock offered hereby will be freely
transferable by persons who are not affiliates of the Company without
restriction or further registration under the Securities Act. Virtually all of
the Common Stock, other than shares held by affiliates of the Company, are
freely tradable. Shares of Common Stock held by affiliates of the Company are
subject to limitations on the volume that may be sold other than sales pursuant
to a registration statement under the Securities Act or an applicable exemption
from registration thereunder, including sales pursuant to Rule 144 promulgated
thereunder. The sale or issuance or the potential for sale of additional shares
by the Company or the issuance of shares held by affiliates could have an
adverse impact on the market price of the Common Stock.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to
significant fluctuations in response to the Company's operating results and
other factors, and there can be no assurance that the market price of the Common
Stock will not decline below the price at which the shares of Common Stock are
sold. In addition, the stock market has from time to time experienced extreme
price and volume volatility. These fluctuations may adversely affect the market
price of the Common Stock.
OTHER FACTORS AFFECTING FUTURE PERFORMANCE
The Company's future liquidity, financial condition and operating
results may be materially affected by a variety of factors, some of which may be
beyond the control of the Company, including the Company's ability to select and
stock merchandise attractive to customers, general economic cycles affecting
consumer spending, weather factors affecting retail operations, its quality
controls in optical manufacturing and engraving, operating factors affecting
customer satisfaction, the mix of goods sold, pricing and other competitive
factors, and the seasonality of the Company's businesses.
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<PAGE> 8
SELLING SECURITYHOLDERS
The following table sets forth information as to the ownership of
Common Stock as of May 7, 1997 by the Selling Stockholders listed below. Except
as noted, the Selling Stockholders were issued shares of Common Stock pursuant
to the exercise of warrants in accordance with the Warrant Agreement by and
among the Company and the warrantholders thereto, dated as of March 6, 1992 (the
"Warrant Agreement"). None of the Selling Stockholders are directors, executive
officers or employees of the Company.
<TABLE>
<CAPTION>
Shares of Common Number of Shares of Common
Stock Beneficially Shares Stock Beneficially
Name of Beneficial Owned Prior to the Offered Owned After the
Owner Offering Hereby Offering
- -------------------------- ------------------------- -------- --------------------------------
Number Percentage Number Percentage
------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Bankers Trust Investment
Partners, Inc. 3,349 * 3,349 0 0
Basil Venture Partners(1) 2,679 * 2,679 0 0
William Boyce 1,735 * 1,735 0 0
Leo R. Breitman 1,408 * 858 550 *
Geoffrey J. Colvin(1) 2,077 * 2,077 0 0
John F. Downie (2) 17,408 * 731 16,677 *
Resa Eppler(1) 2,077 * 2,077 0 0
Stephen A. Goldberger 470 * 343 127 *
Lewis Henkind 1,201 * 1,201 0 0
Donaldson, Lufkin & Jenrette
Securities Corporation (3) 46,694 * 46,694 0 0
Allyn Levy 1,715 * 1,715 0 0
William Mack 1,344 * 858 486 *
Melvin B. Nessel
Revocable Trust 2,058 * 2,058 0 0
Eileen Nickman 524 * 524 0 0
The Opportunity Fund
Limited Partnership 515 * 515 0 0
Eugene Ribakoff 2,450 * 858 1,592 *
Albert J. Sandler 953 * 858 95 *
Stephenson Enterprises(4) 16,310 * 3,087 13,223 *
Tessa Fund 813 * 343 470 *
Trilev Associates 10,161 * 4,288 5,873 *
Jeffrey I. Werbalowsky 2,355 * 730 1,625 *
John R. Wolff(1) 2,077 * 2,077 0 0
-------- ----- ----------- -------- ------
Total 120,373 1% 79,655 40,718 *
<FN>
* Represents less than one percent of outstanding stock.
(1) Does not include shares of Common Stock individually owned by certain
partners of Basil Venture Partners; namely, Messrs. Colvin and Wolff
and Ms. Eppler's spouse. In addition, the shares of Common Stock listed
for Messrs. Colvin and Wolff and Ms. Eppler do not include the shares
owned by Basil Venture Partners.
(2) Mr. Downie was Senior Vice President and General Counsel of the Company
until February 25, 1995 and Secretary of the Company until February 2,
1996.
(3) This Selling Stockholder acquired its shares of Common Stock that are
registered for sale through this Prospectus by purchasing shares of
Common Stock received upon exercise of warrants pursuant to the
Warrant Agreement.
(4) Includes 1,029 shares of Common Stock issued to Stephenson Enterprises
and 2,058 shares of Common Stock issued to Stephenson Ventures upon
exercise of warrants pursuant to the Warrant Agreement.
</TABLE>
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<PAGE> 9
PLAN OF DISTRIBUTION
The Selling Stockholders may effect such transactions by selling
shares to or through other broker-dealers or underwriters, and such other
broker-dealers of underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of shares of Common Stock for whom they may act as agent
(which compensation will be disclosed in a supplemental prospectus).
If the sale of any shares is effected through underwriters, such
underwriters will be named in a supplemental prospectus. The Selling
Stockholders and any broker-dealers that participate with the Selling
Stockholders in the distribution of the shares of Common Stock may be deemed to
be underwriters and any commissions received by them and any profit on the
resale of shares by them might be deemed to be underwriting discounts and
commissions under the Securities Act. Any broker-dealers or others who may be
deemed underwriters may be entitled under agreements entered into with the
Company and the Selling Stockholders to indemnification against certain
liabilities, including liabilities under the Securities Act, or contribute to
payments which the underwriters may be required to make in respect thereof.
THE COMPANY HAS ADVISED THE SELLING STOCKHOLDERS THAT THIS
OFFERING WILL TERMINATE ON JULY 31, 1997. NO OFFERS OR SALES MAY BE MADE IN
RELIANCE ON THIS PROSPECTUS FOLLOWING JULY 31, 1997.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Jones, Day, Reavis & Pogue, Cleveland, Ohio.
EXPERTS
The audited consolidated financial statements and financial
statement schedule incorporated by reference in this Prospectus and elsewhere in
the Registration Statement to the extent and for the periods indicated in their
reports have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said firm
as experts in giving said reports.
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<PAGE> 10
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No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or any person deemed to be an underwriter
within the meaning of the Securities Act. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any security other than the
securities covered by this Prospectus, nor does it constitute an offer or
solicitation by anyone in any jurisdiction where such offer or solicitation is
not authorized, or in which the person making such an offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such an
offer or solicitation.
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TABLE OF CONTENTS
Page
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Available Information................................................ 2
Incorporation of Certain
Documents by Reference............................................. 2
The Company.......................................................... 4
Use of Proceeds...................................................... 5
Risk Factors......................................................... 5
Selling Securityholders.............................................. 8
Plan of Distribution................................................. 9
Legal Matters........................................................ 9
Experts.............................................................. 9
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79,655 Shares
Cole National Corporation
Class A Common Stock
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PROSPECTUS
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