-----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, PvRf2y82rHmepL5m1d5+26q2seclL4PFMvJs3fuPLIIRJKGmW1/eqRiqlFoOYkvq BsE0fDyRyENI4NfNdOagfQ== 0000950152-04-003009.txt : 20040420 0000950152-04-003009.hdr.sgml : 20040420 20040420120516 ACCESSION NUMBER: 0000950152-04-003009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040420 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040420 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: 04742192 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 l07096ae8vk.txt COLE NATIONAL CORP, INC. 8-K 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): April 20, 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 April 20, 2004, Cole National Corporation (the "Company") issued a press release, a copy of which is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibit is furnished with this Form 8-K: 99.1 Press release of Cole National Corporation, dated April 20, 2004. 1 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/ Joseph Gaglioti ------------------------------- Name: Joseph Gaglioti Title: Vice President Date: April 20, 2004 2 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release of Cole National Corporation, dated April 20, 2004. 3 EX-99.1 3 l07096aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 COLE NATIONAL CORPORATION BOARD AUTHORIZES DISCUSSIONS WITH MOULIN INTERNATIONAL HOLDINGS LIMITED CLEVELAND, OHIO, APRIL 20, 2004 - Cole National Corporation (NYSE: CNJ) announced today that its Board of Directors has determined to provide access to non-public information, subject to an appropriate confidentiality agreement, and enter into discussions or negotiations with Moulin International Holdings Limited and its representatives and financing sources in accordance with the terms of the existing merger agreement between Cole National and Luxottica Group S.p.A. As announced yesterday, Moulin has submitted an unsolicited, non-binding offer to acquire Cole National in a merger at a price of $25.00 per share in cash. Cole National stated that its Board of Directors has not withdrawn, modified or changed its recommendation of the Luxottica merger, and the merger agreement with Luxottica remains in effect. 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 Luxottica 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 Luxottica transaction. Information concerning the participants in the proxy solicitation is set forth in the definitive 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 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, uncertainties as to whether any transaction will be entered into with Moulin or, if entered into, will be consummated, 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 Cole National's filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and Cole National does not assume any obligation to update them. # # # # -----END PRIVACY-ENHANCED MESSAGE-----