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1 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): September 10, 1998 - ------------------------------------------------------------------------- VENATOR GROUP, INC. - ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York No. 1-10299 13-3513936 - ------------------------ -------------- ------------ (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification No.) 233 Broadway, New York, New York 10279-0003 - ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 553-2000 --------------- 2 Item 5. Other Events. - ------- ------------- On September 10, 1998, the Registrant and The Sports Authority, Inc. ("TSA") jointly announced that they had mutually agreed to terminate the merger agreement, effective immediately, pursuant to which the Registrant would have acquired TSA in a tax-free exchange of shares. (See Exhibit 99, which, in its entirety, is incorporated herein by reference.) Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (c) Exhibits -------- In accordance with the provisions of Item 601 of Regulation S-K, an index of exhibits is included in this Form 8-K on page 3. SIGNATURES ---------- 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 being hereunto duly authorized. VENATOR GROUP, INC. ------------------- (Registrant) Date: September 15, 1998 By: /s/ Gary M. Bahler ---------------------- Gary M. Bahler Senior Vice President, General Counsel and Secretary - 2 - 3 VENATOR GROUP, INC. INDEX OF EXHIBITS FURNISHED IN ACCORDANCE WITH THE PROVISIONS OF ITEM 601 OF REGULATION S-K Exhibit No.in Item 601 of Regulation S-K Description - ---------------------- ----------- 99 News Release Dated September 10, 1998 -3-
1 EXHIBIT 99 NEWS RELEASE ------------ CONTACT: Juris Pagrabs Alex Stanton Venator Group, Inc. The Sports Authority, Inc. Vice President, Investor Relations Vice President, Strategic (212) 553-7017 Planning & Treasurer (954) 677-6003 VENATOR GROUP AND THE SPORTS AUTHORITY MUTUALLY AGREE TO TERMINATE MERGER - ----------------------------------------------------------------------------- AGREEMENT --------- NEW YORK, New York and FORT LAUDERDALE, Florida, September 10, 1998 - Venator Group, Inc. (NYSE: Z), the New York-based specialty store retailer, and The Sports Authority, Inc. (NYSE: TSA), the Florida-based full-line sporting goods retailer, today jointly announced that they have mutually agreed to terminate the merger agreement, effective immediately, pursuant to which Venator Group would have acquired The Sports Authority in a tax-free exchange of shares. "Strategically we continue to believe that the acquisition offers significant synergies that would enhance the growth opportunities of both companies," stated Roger N. Farah, Venator Group's Chairman and Chief Executive Officer. "However, given current market conditions, we have determined that to pursue the transaction at this time would not serve in the best interest of our shareholders." "While we were hopeful that the prevailing market conditions would change, allowing us the opportunity to consummate the merger, we are fully prepared and committed to operate our business on a stand-alone basis in order to maximize long-term value for our shareholders," said Jack Smith, The Sports Authority's Chairman and Chief Executive Officer. The Sports Authority is the world's largest full-line sporting goods retailer that offers everyday low prices in 214 superstores located across the United States, Canada and Japan. Averaging over 40,000 square feet, each store provides a one-stop shopping experience that features an extensive selection of name brand sporting goods in all major categories, including team sports, apparel, footwear, golf, racquet sports, water sports, cycling, snow sports, hunting, fishing, fitness, camping and marine. Venator Group is a diversified global retailer that operates over 7,200 retail stores in 13 countries in North America, Europe, Australia and Asia. Through its athletic group of specialty retail formats, including Foot Locker, Lady Foot Locker, Kids Foot Locker and Champs Sports stores, as well as direct marketer Eastbay, the Company is a leading provider of athletic footwear and apparel. Other specialty retail chains include the Northern Group of apparel stores, After Thoughts jewelry stores and Kinney shoe stores. Disclosure Regarding Forward-Looking Statements ----------------------------------------------- This press release contains forward-looking statements which reflect management's current views of future events and financial performance. These forward-looking statements are based on many assumptions and factors including the effects of currency fluctuations, consumer preferences and economic conditions world-wide. Any changes in such assumptions or factors could produce significantly different results. -XXX-