-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BKaokg+Wd2+wuBkvudzmS9Hf2Jq4m5g+QkLqT05E3yPtHzD3PEROJsJEceRyYmnF D0UkySlPUfKEGq02l5Dolw== 0000898822-04-000678.txt : 20040720 0000898822-04-000678.hdr.sgml : 20040720 20040720171318 ACCESSION NUMBER: 0000898822-04-000678 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040720 EFFECTIVENESS DATE: 20040720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE NATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000769644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 341453189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12814 FILM NUMBER: 04922648 BUSINESS ADDRESS: STREET 1: 1925 ENTERPRISE PARKWAY STREET 2: N/A CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 3304863100 MAIL ADDRESS: STREET 1: 1925 ENTERPISE PARKWAY STREET 2: N/A CITY: TWINSBURG STATE: OH ZIP: 44087 FORMER COMPANY: FORMER CONFORMED NAME: CNC HOLDING CORP/DE DATE OF NAME CHANGE: 19920703 DEFA14A 1 jul20_14a.txt SCHEDULE 14A -- DEFINITIVE ADDITIONAL MATERIALS 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 press release issued by Cole National on July 20, 2004: [Cole National Logo] PRESS RELEASE For Immediate Release 1925 Enterprise Parkway Listed on New York Exchange Twinsburg, Ohio 44087 Symbol "CNJ" CONTACT: COLE NATIONAL CORPORATION OR KEKST AND COMPANY JOSEPH GAGLIOTI VICTORIA WELD/RUTH PACHMAN 330-486-3100 212-521-4800 Cole National Corporation Announces Election of Directors at Annual Meeting - --Meeting for Shareholder Vote on Merger with Luxottica Adjourned to July 22-- CLEVELAND, July 20, 2004 -- Cole National Corporation (NYSE: CNJ), today announced the election of eight nominees to the company's board of directors. The directors elected today are: Walter J. Salmon (Chairman), Larry Pollock (President and Chief Executive Officer), Jeffrey A. Cole, Ronald E. Eilers, Timothy F. Finley, Irwin N. Gold, Peter V. Handal and Charles A. Ratner. Following election of directors, Cole National adjourned the annual meeting prior to the consideration of the Luxottica merger, to 4 p.m. local time, on Thursday, July 22, 2004, at The Charles Hotel, One Bennett St., Cambridge, Massachusetts 02138. If the merger with Luxottica is approved at the July 22 reconvened annual meeting, Cole National stockholders will receive $27.50 per share in cash, plus an additional amount equal to 4% per annum from July 22, 2004 through the closing date of the merger, upon completion of the transaction. As previously announced, Cole National's Board of Directors has unanimously confirmed its recommendation that Cole National stockholders approve the Luxottica merger agreement, as amended, at the reconvened meeting on July 22. Stockholders of record of Cole National as of May 21, 2004 will be entitled to vote on the Luxottica merger at the reconvened meeting on July 22, or any adjournment thereof. The Luxottica merger agreement, as amended, is subject to approval by Cole National stockholders, receipt of regulatory approvals and other customary conditions. ABOUT COLE NATIONAL Cole National Corporation's vision business, together with Pearle franchisees, has 2,178 locations in the U.S., Canada, Puerto Rico and the Virgin Islands and includes Cole Managed Vision, one of the largest managed vision care benefit providers with multiple provider panels and nearly 20,000 practitioners. Cole's personalized gift business, Things Remembered, serves customers through 727 locations nationwide, catalogs, and the Inter- net at www.thingsremembered.com. Cole also has a 21% interest in Pearle Europe, which has 1,496 optical stores in Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden. SAFE HARBOR STATEMENT Certain statements in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, risks that the Luxottica merger will not be completed, risks that stockholder approval may not be obtained for the Luxottica merger, legislative or regulatory developments that could have the effect of delaying or preventing the Luxottica merger, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to effectively integrate recently acquired businesses, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, as well as other political, economic and technological factors and other risks referred to in their filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and Luxottica and Cole National do not assume any obligation to update them. # # # -----END PRIVACY-ENHANCED MESSAGE-----