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U.S. Shoe Agrees to $1.3-Billion Takeover Offer : Acquisition: The parent company of LensCrafters approves bid by Italy’s Luxottica Group.

TIMES STAFF WRITER

A hostile takeover fight for U.S. Shoe Corp. ended peacefully Sunday night when the company said it agreed to a sweetened, $1.3-billion buyout offer from Italy’s Luxottica Group.

The tentative pact was struck after Luxottica raised its bid to $28 in cash for each of U.S. Shoe’s 46.7 million common shares outstanding.

Luxottica had on March 3 launched an unsolicited bid of $24 a share, which U.S. Shoe had rejected as inadequate.

U.S. Shoe’s stock closed at $26.50 a share in New York Stock Exchange composite trading Thursday. (The market was closed Friday.)

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Luxottica, a manufacturer of eyeglass frames, said it mainly wants U.S. Shoe’s thriving LensCrafters optical retail business--which has more than 400 outlets nationwide--and probably would try to sell U.S. Shoe’s footwear and women’s apparel lines. The apparel division includes retail outlets such as Casual Corner and Capezio.

But U.S. Shoe agreed on its own in March to sell the footwear business to Nine West Group Inc., based in Stamford, Conn., for $600 million in cash and securities.

Robert Burton, a spokesman at U.S. Shoe’s headquarters in Cincinnati, said Sunday night that the deal with Nine West will not be affected by the pact with Luxottica and that Luxottica would in effect be buying a company that plans to complete the footwear sale.

The Luxottica deal remains subject to a definitive agreement and to approval by both companies’ directors.

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U.S. Shoe had complained that Luxottica’s initial offer undervalued the company, but Luxottica had pressed on. The Italian concern had urged U.S. Shoe’s stockholders to call a special meeting to oust the company’s directors.

Although LensCrafters is enjoying solid growth, U.S. Shoe’s apparel business is struggling, which could complicate Luxottica’s ability to shed the operation, analysts have said.

In its fiscal year ended Jan. 28, U.S. Shoe earned $16.4 million on sales of $2.6 billion.

But its women’s apparel group alone suffered an operating loss of $49.7 million on a 7% decline in sales, to $1.13 billion.

Operating profit at LensCrafters, meanwhile, surged to $71.8 million in the latest fiscal year from $43.6 million the previous year.


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