Cole National Update On Moulin Proposal ...............

**Chris Ryser** · 05-13-2004, 07:53 AM

Cole National Corporation Announces Update on Moulin Proposal

CLEVELAND, May 13 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ) today announced that Moulin International Holdings Limited had informed the Company that one of Moulin's financing sources was not prepared to provide senior debt financing on the terms originally proposed which were contemplated in Moulin's acquisition proposal. Moulin advised Cole National that HAL Holding, N.V., which owns approximately 19.2% of Cole National's outstanding shares, and its mezzanine financing source are willing to proceed with the transaction on the basis of the terms originally proposed, and that Moulin is continuing to evaluate alternatives which could allow Moulin's proposal to proceed. There can be no assurance as to whether Moulin will obtain financing for its proposal, whether any agreement with Cole National will result, or the terms and conditions thereof.

As previously announced, in January 2004 Cole National entered into a merger agreement with Luxottica Group S.p.A. pursuant to which Luxottica would acquire Cole National in a merger at a price of $22.50 per share in cash. On April 15, 2004, Moulin submitted an unsolicited, non-binding offer to acquire Cole National in a merger at a price of $25.00 per share in cash, several days before Cole National's scheduled special meeting of stockholders to consider the merger with Luxottica Group S.p.A. Cole National stated that its Board of Directors has not withdrawn, modified or changed its recommendation of the Luxottica merger, and the merger agreement with Luxottica remains in effect. The Luxottica merger agreement 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 2,177 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 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 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.

</FONT> Contact: Cole National Corporation Kekst and Company Joseph Gaglioti Victoria Weld/Ruth Pachman Tel.: +1 330-486-3100 Tel.: +1 212-521-4800</FONT>SOURCE Cole National Corporation -0- 05/13/2004 /CONTACT: Joseph Gaglioti, Cole National Corporation, +1-330-486-3100;Victoria Weld or Ruth Pachman, both of Kekst and Company, +1-212-521-4800, forCole National Corporation/ (CNJ)CO: Cole National Corporation; Luxottica Group S.p.A.; HAL Holding, N.V.; Moulin International Holdings LimitedST: OhioIN: HEA MTCSU: TNMMT -- NYTH086 --7085 05/13/2004 08:43 EDT http://www.prnewswire.com

**drk** · 05-13-2004, 08:42 AM

Predictions: Moulin deal falls through. Moulin can't raise enough jack, plus overpriced at $25/share. Lux wins, but FTC blocks! Everyone loses, but us!

**sjthielen** · 05-13-2004, 08:51 AM

Lux will end up with cole because moulin will not get funding, But your dreaming if you think the FTC blocks this deal.

**drk** · 05-13-2004, 08:58 AM

Party-pooper.

**fletch** · 05-13-2004, 04:54 PM

drk,

Grab today's USA Today and you might change your mind. The article (IN the money section) says that a large frame vender has highered a lawyer to try to stop the Luxottica merger by way of the FTC. The frame vendors complaint is the Luxottica will become a monopoly and in turn the will offer higher prices lower quality and less service at Lenscrafters.

That sounds good to me!

I hope they buy Walmart and every other chain too.

**For-Life** · 05-13-2004, 05:49 PM

I don't see how this can be considered a monopoly or bad for the public in general. There will still be a lot of chains, a lot of independent dispenseries, and a lot of choice.

**drk** · 05-13-2004, 06:30 PM

So, Fletch, you're saying Luxottica buys Cole, and we win anyway because of high prices and low service...interesting!

I wonder which frame vendor is griping? Can't be Safilo, right? Aren't there family ties there? Which vendor would stand to lose the most from Lux buying Cole? Maybe a vendor that Cole uses heavily, like Zyloware or Nouveau?

**impact500** · 05-13-2004, 07:46 PM

It is not certain that it is a frame vendor that has hired a lawyer to fight the deal. The USA Today's article states, "an eyeglass maker opposed to the deal". The phrase "eyeglass maker" is unclear but may mean a retail chain.

**fletch** · 05-13-2004, 08:11 PM

drk,

I don't think any companies that buy or sell to Lux!

Lets start a list
Charmant
Safilo
Modo
Oakley
Maui

My first thought was Marchon but it said "Maker" and I don't think Marchon makes any of the stuff they sell. Who knows! Hey it could be Moulin!

**Ron L** · 05-14-2004, 11:35 AM

I listen and read what you guys are all saying. Working for Lux, I seem to know a little more than you guys do. Lenscrafters is a very small part of Luxottica. Lux has frame manufacturing plants all around the world, which is their biggest asset. Did you know that Sunglass Hut (which is owned by Lux, not Lenscrafters) sells Oakley and Maui Jim? It's true that Lenscrafters does not sell these brands of frames, but I never said that Lux only owns Lenscrafters either. Yes, I might be a true diehard Lux employee but I get tired of hearing about the people who don't know what they are talking about!! By the way, some of Lenscrafters stores do sell Modo!

**mrba** · 05-14-2004, 11:43 AM

Originally Posted by sjthielen

Lux will end up with cole because moulin will not get funding, But your dreaming if you think the FTC blocks this deal.

I concur. This deal will not be blocked under the Bush Administration.

**mrba** · 05-14-2004, 11:48 AM

Originally Posted by Ron L

I listen and read what you guys are all saying. Working for Lux, I seem to know a little more than you guys do. Lenscrafters is a very small part of Luxottica. Lux has frame manufacturing plants all around the world, which is their biggest asset. Did you know that Sunglass Hut (which is owned by Lux, not Lenscrafters) sells Oakley and Maui Jim? It's true that Lenscrafters does not sell these brands of frames, but I never said that Lux only owns Lenscrafters either. Yes, I might be a true diehard Lux employee but I get tired of hearing about the people who don't know what they are talking about!! By the way, some of Lenscrafters stores do sell Modo!

Yes they sell Maui and Oakley, to the point where those respective comanies take it in the shorts on the discount they have to sell at.

LC sells Modo which is why we don't.

And you may be surprised to learn that we independants used to be the only people that sold luxottica product. We have known the company far longer than you (about 25 years), and hence, we know what we are talking about.

I think that if you think the Del Veccios are your friend, then you continue to build my sad respect for them.:idea:

**fletch** · 05-14-2004, 12:53 PM

Ron,

My list was the companies that do business with Luxottica. I have no problem with Luxottica or Lenscrafters. If they start selling cheap at LC I would change my mind but they don't. I don't care who owns what as long as I don't get undercut.

By the way I heard that Luxottica is making parts or frames for Safilo now! I don't know if that is true but I have heard it from a few differnent people now. If true and you don't want to support Luxottica then you would have to dump Safilo right.

Bottom line is if Luxottica starts undercutting my prices I have a problem, until then I could care. And I think they are going the other way anywho!:shiner:

**Chris Ryser** · 05-14-2004, 02:33 PM

Originally Posted by For-Life

I don't see how this can be considered a monopoly or bad for the public in general. There will still be a lot of chains, a lot of independent dispenseries, and a lot of choice.

For-Life

You as a Canadian should be aware of, unless you are to young, the old days of Imperial Optical who dominated the Canadian optical scene for an eternity, in the wholesale as well as the retail.

Lux is building up a system of vertical integration that is reaching world wide. This means the profit they are making from your purchases of their products is re-invested by buying up the retail trade piece by piece. You and your competitors are actually financing this action by buying from such a corporation.

To own more and more retailers is the ultimate goal of such action and the result is that such a corporation has :

1) Automatically built in customers

2) Increased slaes and profits

3) Become dictatorial within the industry

4) Elimination of competition on the manufacturing side

If you can't see the potential danger to an independent optical industry

you should sit back and think about it. Lux will own close to 35% of the US retail market if they will purchase Cole. They already own loads of chains and retailers in many countries from Europe to Australia.

If you can not agree with my statement you will have to continue to be passive and continue supporting a cause who'se only and ultimate intention is to terminate the independent optical retailer!

**EyeManFla** · 05-14-2004, 02:53 PM

I spent most of Wednesday evening at a Pearle Marketing meeting.

1) The FTC investigation went a lot deeper than Cole expected to and the FTC literally waited till the last second to start.

2) There is NO chance that LC will go low end after the merger. If anything, the plans are for Pearle to go more upscale.

3) If any frame company would be trying to deep six the merger, it would be Marchon. I have already heard that there are already plans to cut off the Pearle franchises if the merger happens.

**Andrew Weiss** · 05-14-2004, 03:56 PM

Luxottica merging with Cole is sad news for many of us who are independents or who appreciate independents.

Remember when Luxottica bought LensCrafters, and told us independents that they would never sell a product at LensCrafters that we couldn't buy? Remember when that patient came to you who saw an Armani frame at LC and wanted you to get it, and when you called Lux you found out either the frame or the color were a "LC exclusive"? At that point, I, and I suspect many of us, stopped buying from Lux. Promise made, trust betrayed, and aggressive marketing to boot. Why should I pay money to the competition?

Combining Lux and Cole will give Lux an even larger, and major, presence in the optical retail market. Someone mentioned vertical integration. Yes, this is supposedly the definition of "trust" in the anti-trust legislation. However, our current administration doesn't seem to believe in anti-trust; for them, the bigger the better.

For me the real question is whether this merger will drive more independents out of business. I am not as worried as I might be because of LC's difficulties with quality control and personalized, professional service. In reailty, LC is not my competition because we appeal to different people. We have some patients who go to LC to get glasses and almost 9 out of 10 return to us saying they'll never do it again -- dissatisfied with the quality of what they got, especially in more complex Rxs and progressives. We independents who offer trained, professional personnel (not frame stylists), and who take the time to really analyze the patient's Rx and listen to the patient's needs, will probably always find our customers. We may have fewer, and our lower-end business may get smaller, but we should survive anyway.

**For-Life** · 05-14-2004, 05:24 PM

Originally Posted by Chris Ryser

For-Life

You as a Canadian should be aware of, unless you are to young, the old days of Imperial Optical who dominated the Canadian optical scene for an eternity, in the wholesale as well as the retail.

Lux is building up a system of vertical integration that is reaching world wide. This means the profit they are making from your purchases of their products is re-invested by buying up the retail trade piece by piece. You and your competitors are actually financing this action by buying from such a corporation.

To own more and more retailers is the ultimate goal of such action and the result is that such a corporation has :

1) Automatically built in customers

2) Increased slaes and profits

3) Become dictatorial within the industry

4) Elimination of competition on the manufacturing side

If you can't see the potential danger to an independent optical industry

you should sit back and think about it. Lux will own close to 35% of the US retail market if they will purchase Cole. They already own loads of chains and retailers in many countries from Europe to Australia.

If you can not agree with my statement you will have to continue to be passive and continue supporting a cause who'se only and ultimate intention is to terminate the independent optical retailer!

I remember Imperial. Actually I am thinking of doing a project on them for my Masters if I go for it.

I agree with your statement that independents are financing Lux and their stores. I was one of the more members on this board saying that we shouldn't buy from Lux and was called an idiot by some members for suggesting that we should black ball Lux. But there are a lot of chains out there such as D.O.C., America's Best, Walmart, Stewart N. King, and others. I can see that if they were to start buying more places it would be a problem, but the purchase of Cole would not be a big problem at this point.

**Ron L** · 05-14-2004, 07:09 PM

Fletch,

I apologize for the missunderstanding. I have worked for an independent before so I know what you are referring to about being undercut. The place I worked at the owner sells mostly non Lux product, and does pretty well. His biggest sellers are Alain Mikli, Oakley, Gucci, and Guess. He is presently getting the Cartier line. I remember him always complaining about Lux and how they do business. I don't know what will happen if the merger goes through, but I really do hope that independents will not be forced to quit. Good luck!!