-----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, IIOlIVDNkU9l4J5e0JDCjfx0EtrqM+LeD8wjtkrrXqkkVf+Ny3lLUfneVgAIhK3I 0/GINCIs2ZJJ8NNHtKJ11Q== 0000950172-02-000108.txt : 20020413 0000950172-02-000108.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950172-02-000108 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOT LOCKER INC CENTRAL INDEX KEY: 0000850209 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 133513936 STATE OF INCORPORATION: NY FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-64930 FILM NUMBER: 02513454 BUSINESS ADDRESS: STREET 1: 112 WEST 34TH STREET STREET 2: 233 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 2127204477 MAIL ADDRESS: STREET 1: 112 WEST 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10120 FORMER COMPANY: FORMER CONFORMED NAME: VENATOR GROUP INC DATE OF NAME CHANGE: 19980622 FORMER COMPANY: FORMER CONFORMED NAME: WOOLWORTH CORPORATION DATE OF NAME CHANGE: 19920703 424B3 1 s353646.txt 424B3 Filed pursuant to Rule No. 424(b)(3) File Number 333-64930 PROSPECTUS SUPPLEMENT NO. 8 FOOT LOCKER, INC. $150,000,000 5.50% Convertible Subordinated Notes due 2008 and shares of common stock issuable upon conversion of the notes This prospectus supplement supplements the prospectus dated August 1, 2001 of Venator Group, Inc. relating to the sale by certain of our securityholders (including their pledgees, donees, assignees, transferees, successors and others who later hold any of the securityholders' interests) of up to $150,000,000 principal amount at maturity of notes and the shares of common stock issuable upon conversion of the notes. The prospectus refers to us as Venator Group, Inc., however, effective November 1, 2001, we changed our name from Venator Group, Inc., to Foot Locker, Inc. You should read this prospectus supplement in conjunction with the prospectus and prior prospectus supplements, and this prospectus supplement is qualified by reference to the prospectus, as supplemented to date, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus or any supplements thereto. The aggregate holdings of Lipper Offshore Convertibles, L.P. in the table of selling securityholders contained in the prospectus are hereby modified as follows.
AGGREGATE PRINCIPAL NUMBER OF SHARES PERCENTAGE OF AMOUNT AT MATURITY PERCENTAGE OF OF COMMON STOCK SHARES OF OF NOTES NOTES THAT MAY COMMON STOCK NAME THAT MAY BE SOLD OUTSTANDING BE SOLD (1) OUTSTANDING (2) - ---- ---------------- ----------- -------------- --------------- Lipper Offshore Convertibles, L.P. $2,000,000 1.333% 126,534 *
* Less than one percent (1%). (1) Assumes conversion of all of the holder's notes at a conversion rate of 63.2671 shares of common stock per $1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described under "Description of the Notes - Conversion of the Notes." As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 139,471,607 shares of common stock outstanding as of June 2, 2001. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all that holder's notes, but we did not assume conversion of any other holder's notes. Investing in the notes or shares of common stock involves risks that are described in the "Risk Factors" section beginning on page 7 of the prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is January 22, 2002.
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