Cole National announced yesterday its approval of an amendment to its merger agreement with Luxottica under which the Italian group's original cash offer of $22.50 a share would in be raised by 4 percent for each year prior to the closing of the deal, provided the agreement is approved by next July 20, the new date set for Cole'a annual meeting. The amendment raises Luxottica's offer to $23.40, bringing it closer to the $25.00 price offered by HAL Trust and Moulin International.

Cole still has the right to terminate the agreement with Luxottica and to accept a higher proposal, giving the Italian company an opportunity to revise its proposal for the takeover of the second-largest optical retailer in the USA. Luxottica's new offer puts pressure on Moulin to confirm its own proposal.

Last May 13, Cole said it had had been informed by Moulin that one of its lenders was not prepared to provide senior debt financing on the terms originally proposed, and that it was evaluating alternatives sources of financing. HAL and another lender are understood to be willing to pitch in instead at the original conditions.

Some observers feel that HAL would have the financial power to support Moulin's share of the deal if it wants to, but not at just any condition. Meanwhile, Luxottica is still waiting for the results of a US anti-trust investigation into its own proposal, based on the fact that it already owns the country's largest optical retailer, LensCrafters, and Sunglass Hut. An anti-trust challenge would probably lead to the disposal of only some stores in the areas of Chicago or Atlanta representing about 5 percent of Cole National's sales.