DEFA14A 1 april9-14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 COLE NATIONAL CORPORATION (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: The following is a copy of the proxy card provided to participants in Cole National Corporation's Deferred Compensation Plan for Executives and other Senior Management: COLE NATIONAL CORPORATION CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby directs Cigna Bank and Trust Company, FSB, as trustee of the Deferred Compensation Plan for Executives and Other Senior Management (the "Plan") to vote all of the shares of Common Stock of COLE NATIONAL CORPORATION (the "Company") held beneficially by the undersigned pursuant to the Plan on March 12, 2004 at the Special Meeting of Stockholders of the Company to be held on Tuesday, April 20, 2004, and any adjournment(s)thereof as follows and in accordance with its judgment upon any other matter properly presented: The Board of Directors recommends a vote FOR Proposals 1 and 2.
FOR AGAINST ABSTAIN 1. Proposal to approve and adopt the Agreement and Plan of [ ] [ ] [ ] Merger, dated as of January 23, 2004, by and among Luxotica Group S.p.A., Colorado Acquisition Corp. and Cole National Corporation. 2. In its discretion, Cigna Bank and Trust Company, FSB, is [ ] [ ] [ ] authorized to vote on such other matters as may properly come before the meeting or any adjournment of the meeting, including the approval of any proposal to postpone or adjourn the special meeting to a later date to solicit additional proxies in favor of Proposal 1 in the event that there are not sufficient votes for approval of proposal 1 at the special meeting.
The shares represented by this card, when properly executed, will be voted as directed or, if no direction is indicated (or the trustee does not receive your direction in a timely basis) will be voted by the Trustee in the same proportion as the shares for which the trustee did receive instructions. Your direction must be received by April 16, 2004, for the trustee to vote your shares based upon directions. Date: __________________________, 2004 ____________________________________ Signature ____________________________________ Signature (if held jointly) IMPORTANT: Please sign as your name appears hereon. If shares are held jointly, all holders must sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. * * * * * * Cole National Corporation ("Cole National" or the "Company") filed a definitive proxy statement containing information about the proposed merger with the United States Securities and Exchange Commission (the "SEC") on March 15, 2004, which stockholders are urged to read because it contains important information. Stockholders may obtain, free of charge, a copy of the definitive proxy statement and other documents filed by Cole National with the SEC at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cole National will be available free of charge from the Company. Cole National and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Cole National in favor of the proposed transaction. Information concerning the participants in the proxy solicitation is set forth in the definitive proxy statement as filed with the SEC.