-----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, Wg+rXDej0p0CIR45w1kSPk2UOJU0kuMVwq6gobNqn24gzVHQH8gmMF8/zFnmEw8D J9dytmYjnPqbawLzEmJwqw== 0000909518-99-000374.txt : 19990608 0000909518-99-000374.hdr.sgml : 19990608 ACCESSION NUMBER: 0000909518-99-000374 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VENATOR GROUP INC CENTRAL INDEX KEY: 0000850209 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 133513936 STATE OF INCORPORATION: NY FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: PREC14A SEC ACT: SEC FILE NUMBER: 001-10299 FILM NUMBER: 99641061 BUSINESS ADDRESS: STREET 1: WOOLWORTH BLDG STREET 2: 233 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10279-0003 BUSINESS PHONE: 2125532000 MAIL ADDRESS: STREET 1: 233 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10279-0003 FORMER COMPANY: FORMER CONFORMED NAME: WOOLWORTH CORPORATION DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENWAY PARTNERS L P CENTRAL INDEX KEY: 0000938356 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: 277 PARK AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123505100 MAIL ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 PREC14A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Confidential, for Use of the [ ] Definitive Additional Materials Commission Only (as permitted) [X] Soliciting Material Pursuant to by Rule 14a-6(e)(2) Rule 14a-11(c) or Rule 14a-12 VENATOR GROUP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) GREENWAY PARTNERS, L.P. ALFRED D. KINGSLEY GARY K. DUBERSTEIN ANDREW P. HINES HOWARD STEIN - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (Check the appropriate box): [x] No Fee Required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Not applicable ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: Not applicable. ------------------------------------------------------------------------ (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): Not applicable. ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: Not applicable. ------------------------------------------------------------------------ (5) Total Fee Paid: Not applicable. ------------------------------------------------------------------------ [ ] 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: Not applicable. ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: Not applicable. ------------------------------------------------------------------------ (3) Filing Party: Not applicable. ------------------------------------------------------------------------ (4) Date Filed: Not applicable. ------------------------------------------------------------------------ June 4, 1999 GREENWAY PARTNERS PROXY CONTEST ALERT ----- ------- ----- DO NOT VOTE YOUR SHARES OF WOOLWORTH -- --- ---- ---- ------ -- --------- UNTIL YOU HEAR FROM US ----- --- ---- ---- -- June 4, 1999 To Our Fellow Shareholders: In the near future, you may receive from Venator Group, Inc. (formerly Woolworth Corporation) management's proxy statement for use at this year's annual meeting of shareholders. The Greenway Group,(1) which is the beneficial holder of over 14% of the Company's outstanding common shares, urges you not to vote until you have received our proxy statement. Until then, please carefully consider the following: o The Company's management has failed to deliver value to the shareholders, as clearly evidenced by its languishing stock price. Based on the Company's own DISMAL calculation of cumulative total shareholder return in STOCK its preliminary proxy statement,(2) a $100 investment PERFORMANCE made on January 31, 1994 in the S&P 500 Index and the S&P Retail Stores Composite Index grew to $265.70 and $272.34, respectively, by January 31, 1999. IN CONTRAST, A $100 INVESTMENT IN THE COMPANY MADE ON JANUARY 31, 1994 SANK TO ONLY $19.81 BY JANUARY 31, 1999. o We have suggested that the Board scrutinize "WATCHDOG" management's performance, and we have nominated a slate SLATE of four director nominees who, if elected, would be committed to serve as "watchdogs" for the shareholders' interests. o Rather than await the vote of shareholders at the 1999 Annual Meeting, the current Board of Directors entered WHAT WAS into new multi-million dollar employment agreements for THE RUSH? chief executive officer Roger Farah and for chief operating officer Dale Hilpert long before their current agreements expired. o We thought the Company was negotiating in good faith with the Greenway Group to support the election of two of our nominees (Alfred D. Kingsley and Gary K. BAD FAITH Duberstein) who would be committed to protecting the NEGOTIATIONS? shareholders' interests. To our surprise, the Company, without explanation, stopped communication with Greenway and filed materials for a proxy contest without even a prior courtesy call telling us that negotiations were over. Greenway Partners, L.P. 277 Park Avenue New York, NY 10172 Tel. (212) 350-5100 Fax (212) 350-5253 SHAREHOLDERS NEED THEIR OWN "WATCHDOGS" TO MIND THE STORE We believe that the success of any company is highly dependent on the performance of its top executive officers and that close scrutiny of such performance is required, especially when total pay packages are measured in millions of dollars annually. Top management is not royalty and their jobs should continue only upon satisfactory performance. In a March 25, 1999 notice to the Company, we stated our belief that "the burden will be on each of Messrs. Farah and Hilpert to demonstrate why their respective contracts should be renewed," and indicated that, if elected, our nominees would urge the Board to undertake a review of these employment contracts. DESPITE THE COMPANY'S DISMAL PERFORMANCE, AS REFLECTED IN THE NUMBERS CITED ABOVE, AND NOTICE OF OUR CONCERNS AS A MAJOR SHAREHOLDER, THE BOARD OF DIRECTORS REWARDED MESSRS. FARAH AND HILPERT WITH NEW LUCRATIVE EMPLOYMENT CONTRACTS, WHICH INCLUDED CHANGE OF CONTROL "GOLDEN PARACHUTES" AND OTHER CORPORATE "GOODIES". Note that the Company's employment agreements with Messrs. Farah and Hilpert did not even expire until January 31, 2000 and April 30, 2000, respectively. Why did the current Board have the Company enter into new employment contracts with the CEO and COO on April 14, 1999, long before their existing contracts expired? Why did they do so in view of the Company's pitiful share price performance? Is anybody really minding the Store? It is clear to us, now more than ever before, that the shareholders need meaningful representation on our Company's Board of Directors - - in effect, "watchdogs" - to protect all of us. We believe that, as the largest shareholder of the Company, our interests are aligned with yours. We are running a slate of four nominees for election to the Board at the 1999 Annual Meeting and hope to receive your support. Please watch for our proxy statement and materials. Very truly yours, GREENWAY PARTNERS, L.P. - ---------------------- (1) The "Greenway Group" consists of Greenway Partners, L.P., Alfred D. Kingsley, Gary K. Duberstein, Andrew P. Hines and Howard Stein. As of June 4, 1999, the Greenway Group is the beneficial owner of 19,614,612 of the Company's common shares, representing 14.3% of the outstanding common shares. The Greenway Group has filed a preliminary proxy statement with the Securities and Exchange Commission with respect to the solicitation of proxies in connection with the Company's 1999 Annual Meeting of Shareholders for the election of Messrs. Kingsley, Duberstein, Hines and Stein as Directors of the Company and its proposals that the shareholders approve our recommendations that the Company (a) change its name back to Woolworth Corporation and (b) terminate its poison pill rights plan and not introduce any new such plan without the affirmative vote of the Company's shareholders. The Greenway Group will send solicited shareholders a final proxy statement, including a proxy card, at the earliest practicable date. 2 (2) See the performance chart contained in Amendment No. 1 to the Company's preliminary proxy statement filed with the SEC on June 1, 1999. 3 -----END PRIVACY-ENHANCED MESSAGE-----