<PAGE> 1
As filed with the Securities and Exchange Commission on May 19, 1997.
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
COLE NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1453189
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
----------------
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(216) 449-4100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------------
WAYNE L. MOSLEY
Vice President and Controller
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(216) 449-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------
COPIES TO:
David P. Porter
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------------------------
If any of the securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.001 per share................. 79,655 $33.07 $2,634,191 $798.24
===========================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
</TABLE>
--------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, Dated May 19, 1997
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 16, 1997, the closing
sales price of the Common Stock on the New York Stock Exchange Composite Tape
was $33.25 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 __, 1997
<PAGE> 3
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."
2
<PAGE> 4
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.
3
<PAGE> 5
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.
4
<PAGE> 6
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) 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.
5
<PAGE> 7
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
6
<PAGE> 8
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.
7
<PAGE> 9
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>
8
<PAGE> 10
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.
9
<PAGE> 11
================================================================================
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.
-----------------------------------------------------
TABLE OF CONTENTS
Page
----
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
================================================================================
================================================================================
79,655 Shares
Cole National Corporation
Class A Common Stock
------------------------
PROSPECTUS
------------------------
================================================================================
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred
by the Company in connection with the issuance and distribution of the Shares
being registered hereby, other than underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................$ 799
Printing costs..................................................... 1,000
Accounting fees and expenses....................................... 3,000
Legal fees and expenses............................................ 7,000
Miscellaneous expenses................................................... 1,201
--------
Total....................................................$ 13,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Company's Certificate provides that the
Company will indemnify its officers, directors and each person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Company as an employee or agent of the Company or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the full extent permitted by the General
Corporation Law of the State of Delaware (the "DGCL") or any other applicable
laws as from time to time may be in effect and that the Company may enter into
agreements which provide for indemnification greater or different from that
provided in the Certificate. In addition, the Company has provided in Article
Eighth of its Certificate that no director will be personally liable to the
Company or its stockholders for or with respect to any acts or omissions in the
performance of his or her duty as a director, to the full extent permitted by
the DGCL or any other applicable laws as from time to time may be in effect. The
Certificate further provides that any repeal or modification of Article Seventh
or Article Eighth will not adversely affect the right or protection existing
under such provision prior to such repeal or modification.
Subsection (a) of the Section 145 of the DGCL empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor, by reason of the fact
that such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under standards similar to those set forth in the paragraph above, except that
no indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
that despite the adjudication of liability but in
II-1
<PAGE> 13
view of all the circumstances of the case, such person is fairly and reasonably
entitled to be indemnified for such expenses which the court shall deem proper.
Section 145 further provides that, to the extent that a director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, he will be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) will be made
by a corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145; that expenses incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount unless it is ultimately determined that he is not entitled to be
indemnified by the corporation; that indemnification provided for by Section 145
will not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that a corporation is empowered to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him and incurred by him in such capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under Section 145.
The Company has entered into indemnity agreements (the "Indemnity
Agreements") with the current Directors and executive officers of the Company
and expects to enter into similar agreements with any Director or those
executive officers designated by the Board of Directors of the Company elected
or appointed in the future at the time of their election or appointment.
Pursuant to the Indemnity Agreements, the Company will indemnify a
Director or officer of the Company (the "Indemnitee") if the Indemnitee is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that the Indemnitee is or was a Director or
officer of the Company, or is or was serving at the request of the Company in
certain capacities with another entity, against any and all costs, charges and
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the Indemnitee in connection with the defense or
settlement of such proceeding. Indemnity is available to the Indemnitee unless
it proved by clear and convincing evidence that the Indemnitee's action or
failure to act was not in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company.
The Indemnity Agreements mandate advancement of expenses to the
Indemnitee if the Indemnitee provides the Company with a written promise that
(i) he has reasonably incurred or will reasonably incur actual expenses in
defending an actual civil, criminal, administrative, or investigative action,
suit, proceeding or claim and (ii) he will repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the Company. In
addition, the Indemnity Agreements provide various procedures and presumptions
in favor of the Indemnitee's right to receive indemnification under the
Indemnity Agreement.
Under the Company's Director and Officer Liability Insurance
Policy, each director and certain officers of the Company are insured against
certain liabilities which might arise in connection with their respective
positions with the Company.
II-2
<PAGE> 14
ITEM 16. EXHIBITS.
The following Exhibits are filed herewith and made a part hereof:
Exhibit
Number Description of Document
- ------ -----------------------
4.1 Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1(i) of the
Company's Annual Report on Form 10-K for the period ended
February 3, 1996 (File No. 1-12814).
4.2 Amended and Restated By-Laws of the Company is incorporated
herein by reference to Exhibit 3.2(ii) of the Company's Annual
Report on Form 10-K for the period ended February 3, 1996
(File No. 1-12814).
4.3 Indenture dated as of September 30, 1993 between CNG and
Norwest Bank Minnesota, N.A., as trustee, relating to the 11
1/4% Senior Notes due 2001 (the form of which Senior Note is
included in such Indenture) is incorporated herein by
reference to Exhibit 4.1 of the Company's Annual Report on
Form 10-K for the period ended February 3, 1996 (File No.
1-12814).
4.4 Rights Agreement dated as of August 22, 1995 by and between
the Company and National City Bank as Rights Agent, is
incorporated herein by reference to Exhibit 4.3 of the
Company's Annual Report on Form 10-K for the year ended
February 3, 1996 (File No. 1-12814).
4.5 Indenture dated November 15, 1996, by and among Cole National
Group, Inc. and Norwest Bank Minnesota, National Association,
as trustee, relating to the 97/8% Senior Subordinated Notes
due 2006 (the form of which Senior Subordinated Note is
included in such Indenture) is incorporated herein by
reference to Exhibit 4.1 of the Company's Report on Form 8-K
filed with the Commission on December 2, 1996 (File No.
1-12814).
4.6 The Company by this filing agrees, upon request, to file with
the Commission the instruments defining the rights of holders
of long-term debt of the Company and its subsidiaries where
the total amount of securities authorized thereunder does not
exceed 10% of total assets of the Company and its subsidiaries
on a consolidated basis.
5.1 Opinion of Jones, Day, Reavis & Pogue as to the validity of
the securities being offered.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power(s) of Attorney.
II-3
<PAGE> 15
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement,
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(ii) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof; and
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(a) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(a) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In that event that a claim for indemnification against
such liabilities (other that the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets the
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on May 19, 1997.
COLE NATIONAL CORPORATION
By: /s/ WAYNE L. MOSLEY
----------------------------------
Wayne L. Mosley
Vice President and Controller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive Officer May 19, 1997
- --------------------------------------- and Director (Principal Executive
Jeffrey A. Cole Officer and Principal Financial
Officer)
* President, Chief Operating Officer May 19, 1997
- --------------------------------------- and Director
Brian B. Smith
/s/ WAYNE L. MOSLEY Vice President and Controller May 19, 1997
- --------------------------------------- (Principal Accounting Officer)
Wayne L. Mosley
* Director May 19, 1997
- ---------------------------------------
Timothy F. Finley
* Director May 19, 1997
- ---------------------------------------
Irwin N. Gold
* Director May 19, 1997
- ---------------------------------------
Peter V. Handal
* Director May 19, 1997
- ---------------------------------------
Charles A. Ratner
<FN>
* The undersigned by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of the Company and which are being filed
herewith with the Securities and Exchange Commission on behalf of such
officers and directors.
</TABLE>
/s/ WAYNE L. MOSLEY
- -------------------------------------------
Wayne L. Mosley, Attorney-in-Fact
II-5
<PAGE> 17
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
4.1 Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1(i) of the
Company's Annual Report on Form 10-K for the period ended
February 3, 1996 (File No. 1-12814).
4.2 Amended and Restated By-Laws of the Company is incorporated
herein by reference to Exhibit 3.2(ii) of the Company's Annual
Report on Form 10-K for the period ended February 3, 1996
(File No. 1-12814).
4.3 Indenture dated as of September 30, 1993 between CNG and
Norwest Bank Minnesota, N.A., as trustee, relating to the 11
1/4% Senior Notes due 2001 (the form of which Senior Note is
included in such Indenture) is incorporated herein by
reference to Exhibit 4.1 of the Company's Annual Report on
Form 10-K for the period ended February 3, 1996 (File No.
1-12814).
4.4 Rights Agreement dated as of August 22, 1995 by and between
the Company and National City Bank as Rights Agent, is
incorporated herein by reference to Exhibit 4.3 of the
Company's Annual Report on Form 10-K for the year ended
February 3, 1996 (File No. 1-12814).
4.5 Indenture dated November 15, 1996, by and among Cole National
Group, Inc. and Norwest Bank Minnesota, National Association,
as trustee, relating to the 97/8% Senior Subordinated Notes
due 2006 (the form of which Senior Subordinated Note is
included in such Indenture) is incorporated herein by
reference to Exhibit 4.1 of the Company's Report on Form 8-K
filed with the Commission on December 2, 1996 (File No.
1-12814).
4.6 The Company by this filing agrees, upon request, to file with
the Commission the instruments defining the rights of holders
of long-term debt of the Company and its subsidiaries where
the total amount of securities authorized thereunder does not
exceed 10% of total assets of the Company and its subsidiaries
on a consolidated basis.
5.1 Opinion of Jones, Day, Reavis & Pogue as to the validity of
the securities being offered.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power(s) of Attorney.
<PAGE> 1
Exhibit 5.1
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
May 19, 1997
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
Re: 79,655 Shares of Class A Common Stock,
par value $.001 per share, of Cole National
Corporation
-------------------------------------------
Dear Ladies and Gentlemen:
We are acting as counsel for Cole National Corporation, a
Delaware corporation (the "Corporation"), in connection with the registration
for resale of 79,655 shares of Class A Common Stock, par value $.001 per share,
of the Corporation (the "Shares") acquired through the exercise of warrants
pursuant to the Warrant Agreement, dated as of March 6, 1992, among the Company
and certain warrantholders (the "Warrant Agreement").
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereon we are
of the opinion that:
The Shares are duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement No. 333-_____ on Form S-3 filed by the Corporation
to effect registration of the Shares under the Securities Act of 1933 (the
"Registration Statement"), and to the reference to us under the caption "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day Reavis & Pogue
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 19, 1997
included in Cole National Corporation's Form 10-K for the year ended February 1,
1997 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Cleveland, Ohio
May 19, 1997
<PAGE> 1
Exhibit 24.1
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National
Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and
appoints Jeffrey A. Cole, Joseph Gaglioti and Wayne L. Mosley, or any of them,
with full power of substitution a nd resubstitution, as attorneys or attorney of
the undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-3 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of May 7, 1997.
/s/ Jeffrey A. Cole Chairman, Chief Executive Officer,
- --------------------------------- Chief Financial Officer and
Director
-----------------------------------
Signature Title
Jeffrey A. Cole
- ---------------------------------
Name
<PAGE> 2
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National
Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and
appoints Jeffrey A. Cole, Joseph Gaglioti and Wayne L. Mosley, or any of them,
with full power of substitution a nd resubstitution, as attorneys or attorney of
the undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-3 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of May 7, 1997.
/s/ Brian Smith President, Chief Operating Officer
- ------------------------------- and Director
----------------------------------
Signature Title
Brian Smith
- -------------------------------
Name
<PAGE> 3
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National
Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and
appoints Jeffrey A. Cole, Joseph Gaglioti and Wayne L. Mosley, or any of them,
with full power of substitution a nd resubstitution, as attorneys or attorney of
the undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-3 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of May 7, 1997.
/s/ Timothy F. Finley Director
- ------------------------------ -----------------------------------
Signature Title
Timothy F. Finley
- ------------------------------
Name
<PAGE> 4
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National
Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and
appoints Jeffrey A. Cole, Joseph Gaglioti and Wayne L. Mosley, or any of them,
with full power of substitution a nd resubstitution, as attorneys or attorney of
the undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-3 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of May 7, 1997.
/s/ Irwin N. Gold Director
- -------------------------- --------------------------------
Signature Title
Irwin N. Gold
- --------------------------
Name
<PAGE> 5
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National
Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and
appoints Jeffrey A. Cole, Joseph Gaglioti and Wayne L. Mosley, or any of them,
with full power of substitution a nd resubstitution, as attorneys or attorney of
the undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-3 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of May 7, 1997.
/s/ Peter V. Handal Director
- ----------------------------- ----------------------------------
Signature Title
Peter V. Handal
- -----------------------------
Name
<PAGE> 6
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National
Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and
appoints Jeffrey A. Cole, Joseph Gaglioti and Wayne L. Mosley, or any of them,
with full power of substitution a nd resubstitution, as attorneys or attorney of
the undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-3 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of May 7, 1997.
/s/ Charles A. Ratner Director
- -------------------------------- -------------------------------
Signature Title
Charles A. Ratner
- --------------------------------
Name
