-----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, ElUxb/EvYTSn1nt3OjZijNOx1qSuMRPtRhK7N/Ion+k9jYtsiFThkwSJPWwEioAt 38YaxP04wtbO6fvCOiLoZA== 0000950152-04-002393.txt : 20040330 0000950152-04-002393.hdr.sgml : 20040330 20040330090234 ACCESSION NUMBER: 0000950152-04-002393 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040330 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12814 FILM NUMBER: 04698139 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 8-K 1 l06589ae8vk.txt COLE NATIONAL CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2004 COLE NATIONAL CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12814 34-1453189 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1925 ENTERPRISE PARKWAY TWINSBURG, OHIO 44087 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (330) 486-3100 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Regulation FD Disclosure. On March 30, 2004, Cole National Corporation (the "Company") issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are filed as part of this report: 99.1 Press release of Cole National Corporation, dated March 30, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COLE NATIONAL CORPORATION By: /s/ Lawrence E. Hyatt --------------------------------------------- Name: Lawrence E. Hyatt Title: Executive Vice President and Chief Financial Officer Date: March 30, 2004 EX-99.1 3 l06589aexv99w1.txt PRESS RELEASE Exhibit 99.1 Luxottica Group and Cole National Corporation Announce Federal Trade Commission Request for Additional Information Relating to Merger Milan, Italy, and Cleveland, Ohio, March 30, 2004 - Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX) and Cole National Corporation (NYSE: CNJ), today jointly announced that they had received a request from the Federal Trade Commission (FTC) for additional information and documentary material with respect to the proposed acquisition by Luxottica Group of Cole National through a merger. Accordingly, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has been extended until the 30th day after the date of substantial compliance with the request by both parties, unless earlier terminated by the FTC. Luxottica Group and Cole National have agreed to use their best efforts to respond to the request as promptly as practicable. As announced on January 26, 2004, Luxottica Group and Cole National have entered into a merger agreement pursuant to which Cole National would become a subsidiary of Luxottica Group, and Cole National's stockholders would receive US$ 22.50 in cash for each share. Cole National has scheduled a Special Meeting of Stockholders for April 20, 2004, to consider and vote upon the merger. The merger is expected to close in the second half of 2004. About Luxottica Group S.p.A. - -------------------------------------------------------------------------------- Luxottica Group is the world leader in the design, manufacture, marketing and distribution of prescription frames and sunglasses in mid- and premium-priced categories. The Group's products are designed and manufactured in its six facilities in Italy and one in the People's Republic of China. The lines manufactured by Luxottica Group include over 2,450 styles in a wide array of colours and sizes and are sold through 21 wholly-owned subsidiaries in the United States, Canada, Italy, France, Spain, Portugal, Sweden, Germany, the United Kingdom, Brazil, Switzerland, Mexico, Belgium, Argentina, South Africa, Finland, Austria, Norway, Japan, Hong Kong and Australia; two 75%-owned subsidiaries in Israel and Poland; a 70%-owned subsidiary in Greece; three 51%-owned subsidiaries in the Netherlands, Turkey and Singapore, one 49%-owned subsidiary in the Arab Emirates and one 44%-owned subsidiary in India. In September 2003, Luxottica Group acquired OPSM, the leading eyewear retailer in Australia. In March 2001, Luxottica Group acquired Sunglass Hut International, a leading sunglass retailer with approximately 1,900 stores worldwide. This followed the acquisitions of Bausch & Lomb sunglass business, which includes the prestigious Ray-Ban(R), Revo(R), ArnetteTM and Killer Loop(R) brands, in June 1999, and LensCrafters, the largest optical retail chain in North America, in May 1995. For fiscal 2003, Luxottica Group posted net sales and net income respectively of EUR 2,824.0 and EUR 267.3 million. Additional information on the company is available on the web at www.luxottica.com. About Cole National - -------------------------------------------------------------------------------- Cole National Corporation's vision business, together with Pearle franchisees, has 2,197 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 728 locations nationwide, catalogs, and the Internet at www.thingsremembered.com. Cole also has a 21% interest in Pearle Europe, which has 1,487 optical stores in Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden. Cole National 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 preliminary proxy statement as filed with the SEC. 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 merger will not be completed, risks that stockholder approval may not be obtained, legislative or regulatory developments that could have the effect of delaying or preventing the 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 the respective companies' filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and neither Luxottica Group nor Cole National assumes any obligation to update them. Contacts - -------------------------------------------------------------------------------- Luxottica Group S.p.A. Cole National Corporation Sabina Grossi, Director, Investor Relations Joseph Gaglioti Alessandra Senici, Investor Relations Tel.: +1 330-486-3100 Investorrelations@luxottica.com Tel.: +39-02-8633-4665 E-mail: alessandrasenici@luxottica.com Kekst and Company Victoria Weld/Ruth Pachman Tel.: +1 212-521-4800 -----END PRIVACY-ENHANCED MESSAGE-----