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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)
----------
WOOLWORTH CORPORATION
(Name of Issuer)
Common Stock, $.01 par value per share 980883 10 2
(Title of class of securities) (CUSIP number)
Gary K. Duberstein, Esq.
Greenway Partners, L.P.
277 Park Avenue, 27th Floor
New York, New York 10172 (212) 350-5100
(Name, address and telephone number of person authorized
to receive notices and communications)
May 8, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 23 pages)
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- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 2 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENWAY PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3714238
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 1,375,700
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,375,700
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,375,700
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
2
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 3 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENTREE PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3752875
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 700,000
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 700,000
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 700,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
3
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 4 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENHOUSE PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3793447
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,375,700
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,375,700
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,375,700
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
4
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 5 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENHUT, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3793450
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 700,000
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 700,000
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 700,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
- ------------------ -------------------------------------------------------------
5
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 6 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENBELT CORP.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3791931
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 5,054,422
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 5,054,422
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 5,054,422
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ------------------ -------------------------------------------------------------
6
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 7 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENSEA OFFSHORE, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 950,000
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 950,000
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 950,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
7
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 8 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENHUT OVERSEAS, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3868906
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 950,000
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 950,000
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 950,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
- ------------------ -------------------------------------------------------------
8
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 9 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON ALFRED D. KINGSLEY
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: PF, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 8,080,122
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,080,122
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 8,080,122
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.0%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
- ------------------ -------------------------------------------------------------
9
- ----------------------------------- ----------------------------------
CUSIP No. 980883 10 2 13D Page 10 of 23 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GARY K. DUBERSTEIN
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: PF, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 8,080,122
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,080,122
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 8,080,122
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.0%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
- ------------------ -------------------------------------------------------------
10
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to
the common stock, par value $.01 per share (the "Shares"), of Woolworth
Corporation, a New York corporation (the "Company"). The principal executive
offices of the Company are located at 233 Broadway, New York, New York 10279.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by and on behalf of Greenway
Partners, L.P. ("Greenway"), Greentree Partners, L.P. ("Greentree"), Greenhouse
Partners, L.P. ("Greenhouse"), Greenhut, L.L.C. ("Greenhut"), Greenbelt Corp.
("Greenbelt"), Greensea Offshore, L.P. ("Greensea"), Greenhut Overseas, L.L.C.
("Greenhut Overseas"), Alfred D. Kingsley and Gary K. Duberstein (collectively,
the "Reporting Persons"). Each of Greenway, Greentree and Greenhouse is a
Delaware limited partnership. Each of Greenhut and Greenhut Overseas is a
Delaware limited liability company. Greenbelt is a Delaware corporation.
Greensea is an exempted limited partnership formed under the laws of the Cayman
Islands. The principal business of Greenway, Greentree and Greensea is investing
in securities. The principal business of Greenhouse is being the general partner
of Greenway. The principal business of Greenhut is being the general partner of
Greentree. The principal business of Greenhut Overseas is being the investment
general partner of Greensea. The principal business of Greenbelt is managing a
small number of accounts containing securities for which Greenbelt has voting
and dispositive power, and, consequently, is the beneficial owner. The present
principal occupation of each of Messrs. Kingsley and Duberstein is serving as
the general partners of Greenhouse and members of both Greenhut and Greenhut
Overseas. In addition, Mr. Kingsley is senior managing director, and Mr.
Duberstein is managing director, of both Greenway and Greentree. Also, Mr.
Kingsley is president, and Mr. Duberstein is vice president, secretary and
treasurer of Greenbelt. During the last five years, none of the Reporting
Persons has (i) been convicted in a criminal proceeding or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. The business address of each of the
Reporting Persons (other than Greensea) is 277 Park Avenue, 27th Floor, New
York, New York 10017. The business address of Greensea is P.O. Box 1561, Mary
Street, Grand Cayman, Cayman Islands, British West Indies.
Messrs. Kingsley and Duberstein are both citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Greenway purchased an aggregate of 1,375,700 Shares for total
consideration (including brokerage commissions) of $17,949,000 derived from the
capital of Greenway and margin indebtedness from Bear Stearns & Co. Inc., CS
First Boston, Salomon Smith Barney, Daiwa Securities America Inc. and
PaineWebber Inc.
Greentree purchased an aggregate of 700,000 Shares for total
consideration (including brokerage commissions) of $9,577,000 derived from the
capital of Greentree and margin indebtedness from Bear Stearns & Co. Inc. and
Daiwa Securities America Inc.
11
Greensea purchased an aggregate of 950,000 Shares for total
consideration (including brokerage commissions) of $13,071,000 derived from the
capital of Greensea and margin indebtedness from Bear Stearns & Co. Inc.
Accounts managed by Greenbelt purchased an aggregate of
5,054,422 Shares for total consideration (including brokerage commissions) of
$79,595,000 derived from capital in the managed accounts and margin indebtedness
from Bear, Stearns & Co. Inc., Fahnestock & Co. Inc. and Lehman Brothers.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons have acquired the Shares because, in
their opinion, such Shares are undervalued by the market at the present time
under the present circumstances. In particular, the Reporting Persons believe
that the recent drop in the price of Shares following the announcement of the
proposed acquisition by the Company of The Sports Authority provides an
opportunity to purchase Shares at favorable prices. The Reporting Persons
support the acquisition of The Sports Authority because the transaction
complements the core competence of the Company, which is the sale of athletic
related goods, including athletic footwear, athletic apparel and sporting goods.
The Reporting Persons also believe the Company has demonstrated success in its
operation of the 827- store Northern Group and that the new Colorado format
designed for the lifestyle of the active outdoor consumer may be promising.
As an activist shareholder, the Reporting Persons believe that
the Company should focus on such core competence (both domestically and
internationally) and divest itself of all its other businesses, including (but
not limited to) its general merchandise businesses in Germany and Canada, Kinney
Shoes and Afterthoughts. Towards that general goal, the Reporting Persons have
submitted for a vote at the Annual Meeting of the Company to be held on June 11,
1998 a non-binding proposal and related supporting statement that advocates the
sale of the Company's general merchandise business in Germany, with the proceeds
of sale being used for a stock buyback. The text of the proposal (the
"Proposal") and supporting statement is substantially as follows:
"RESOLVED, shareholders hereby recommend that the Woolworth
general merchandise business in Germany be sold and the proceeds used for a
stock buyback."
"As one of the largest shareholders of Woolworth, we believe
that the Company is on the right path. The Company's future lies in its power as
a nimble specialty retailer built around its core competence in action footwear
and apparel. We applaud the difficult decision it made to close its domestic
general merchandise business and believe the same should be done for Germany.
"We believe a buyer can and should be found for the German
general merchandise business, which has annual sales of approximately $1.5
billion from some 400 stores. Adding to the value of its German operations,
Woolworth either owns the store sites or has rights equivalent to ownership.
Woolworth might consider structuring a transaction whereby it sells the German
retail operations, but retains ownership of the valuable real estate and thereby
collects ongoing rent. Despite the continuing economic problems in Germany, some
major retailers may be enticed into what is still the largest economy in Europe.
Wal-Mart stores announced it was entering the German retail market with its
acquisition of a warehouse chain. Also, Kingfisher, PLC, which purchased
Woolworth's operations in the United Kingdom, has expressed an interest in
expanding in European markets
12
[and recently announced the acquisition of two German electrical appliance
retail chains].
"Woolworth's present operations in total are generating
substantial cash flow. We believe there is already enough available case flow to
reinstate a dividend -- as we suggested at last year's annual meeting -- and/or
to buyback shares. Additional cash proceeds from the sale of the German
operations would create resources for an even larger stock buyback.
"In dealing with Germany, Woolworth management should evaluate
their experience with the U.S. general merchandise group. Although they made a
gallant effort to save the "five & dimes," their time had passed. We hope that
management will act quickly to find an attractive transaction for the German
general merchandise business, which may be a stronger asset in other hands --
and move on.
"Eliminating the distraction of operating Woolworth Germany
will provide management more time to focus upon and build the real strengths of
the Company. With over 3,300 athletic group stores in North America, Europe,
Asia and Australia, the Company is the largest retailer of athletic footwear and
apparel in the United States and an emerging power globally. Along with the
Northern Group of specialty stores, this is where the profits have been and
where management should be especially focused. Changing fashions require
retailers to be nimble. When tastes change rapidly from "white" shoes to "brown"
- --even if only temporarily -- Foot Locker stores must be able to respond with
the right inventory mix.
"Consistent with the proxy rules, our proposal is couched as a
recommendation and its passage cannot compel action. However, a substantial
shareholder vote in favor should be regarded as a mandate to sell the German
operations and use the proceeds for a stock buyback. SEND THAT MESSAGE BY VOTING
'FOR' PROPOSAL 5."
The Reporting Persons have communicated and intend to continue
to communicate with other shareholders and interested parties concerning the
Company and to solicit support for the Proposal. The Reporting Persons have had
discussions with members of management of the Company concerning the Company in
general and the Proposal, and intend to communicate with members of management
and their advisers in the future.
The Reporting Persons may from time-to-time (i) acquire
additional Shares (subject to availability at prices deemed favorable) in the
open market, in privately negotiated transactions or otherwise, or (ii) dispose
of Shares at prices deemed favorable in the open market, in privately negotiated
transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 8,080,122 Shares constituting 6.0% of the
outstanding Shares (the percentage of Shares owned being based upon 135,251,929
Shares outstanding on April 23, 1998, as set forth in the Company's Proxy
Statement dated April 28, 1998 relating to the Company's 1998 annual meeting of
shareholders). The Reporting Persons may be deemed to have direct beneficial
ownership of Shares as follows:
13
Approximate
Number of Percentage of
Name Shares Outstanding Shares
---- --------- ------------------
Greenway 1,375,700 1.0%
Greentree 700,000 0.5%
Greenbelt 5,054,422 3.7%
Greensea 950,000 0.7%
Greenhouse, as the general partner of Greenway, may be deemed
to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as general
partners of Greenhouse, may be deemed to beneficially own Shares which
Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and
Duberstein disclaims beneficial ownership of such Shares for all other purposes.
Greenhut, as the general partner of Greentree, may be deemed
to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greentree may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members of
Greenhut, may be deemed to beneficially own Shares which Greenhut may be deemed
to beneficially own. Each of Messrs. Kingsley and Duberstein disclaims
beneficial ownership of such Shares for all other purposes.
Greenhut Overseas, as the investment general partner of
Greensea, may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934) Shares which Greensea may be
deemed to possess direct beneficial ownership. Each of Messrs. Kingsley and
Duberstein, as members of Greenhut Overseas, may be deemed to beneficially own
Shares which Greenhut Overseas may be deemed to beneficially own. Each of
Messrs. Kingsley and Duberstein disclaims beneficial ownership of such Shares
for all other purposes.
Greenbelt has direct beneficial ownership of the Shares in the
accounts which it manages. In addition, Greenbelt is the investment advisor for
Greenland Investment Company Limited, a Cayman Islands company ("Greenland"). In
such capacity, Greenbelt has the right to vote and direct the disposition of the
205,000 Shares held by Greenland and, consequently, has direct beneficial
ownership of such Shares. Substantially all of the equity interests in Greenland
are owned by Strategic Investment Partners Limited ("SIPL"). Because SIPL has
the right to elect to terminate its investment in Greenland upon less than 60
days' notice and, upon such termination, all securities held by Greenland would
be sold by Greenland or, with SIPL's consent, distributed to SIPL in kind, SIPL
could be deemed to be the beneficial owner of the Shares held by Greenland.
Information concerning SIPL and the identity and background of certain
individuals and entities related thereto is set forth on Exhibit 2 hereto and
incorporated herein by reference. Each of Messrs. Kingsley and Duberstein, as
executive officers and directors of Greenbelt, may be deemed to beneficially own
Shares which Greenbelt beneficially owns. Each of Messrs. Kingsley and
Duberstein disclaims beneficial ownership of such Shares for all other purposes.
(b) Greenway has the sole power to vote or direct the vote of
1,375,700 Shares and the sole power to dispose or to direct the disposition of
such Shares. Greenhouse and Messrs. Kingsley and Duberstein may be deemed to
share with Greenway the power to vote or to direct the vote and to dispose or to
direct the disposition of such Shares.
14
Greentree has the sole power to vote or direct the vote of
700,000 Shares and the sole power to dispose or direct the disposition of such
Shares. Greenhut and Messrs. Kingsley and Duberstein may be deemed to share with
Greentree the power to vote or to direct the vote and to dispose or to direct
the disposition of such Shares.
Greensea has the sole power to vote or direct the vote of
950,000 Shares and the sole power to dispose or direct the disposition of such
Shares. Greenhut Overseas and Messrs. Kingsley and Duberstein may be deemed to
share with Greensea the power to vote or to direct the vote and to dispose or to
direct the disposition of such Shares.
Greenbelt has the sole power to vote or direct the vote of
5,054,422 Shares held in managed accounts and the 205,000 Shares held by
Greenland, and, except as described in Item 5(a) with respect to Greenland, the
sole power to dispose or direct the disposition of all such Shares. Messrs.
Kingsley and Duberstein may be deemed to share with Greenbelt the power to vote
or to direct the vote and to dispose or to direct the disposition of such
Shares.
(c) Information concerning transactions in the Shares by the
Reporting Persons during the past sixty days is set forth in Exhibit 1 attached
hereto, which is incorporated herein by reference.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares, except the dividends from, or proceeds from the sale of Shares
in each respective account managed by Greenbelt or held by Greenland will be
delivered into each such respective account or Greenland, as the case may be.
Neither any such individual account nor Greenland has an interest in more than
five percent of the class of outstanding Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
To the best of the knowledge of the Reporting Persons, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between the Reporting Persons and any
other person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, except as
follows: the respective partnership agreements of Greenway and Greentree each
contains provisions whereby its general partner (i.e., Greenhouse in the case of
Greenway and Greenhut in the case of Greentree) will receive annually a certain
percentage of realized and unrealized profits, if any, derived from the
partnership's investments. The agreements governing Greensea provide that
Greenhut Overseas, as investment general partner, will receive annually a
certain percentage of realized and unrealized profits, if any, derived from
Greensea's investments. The Memorandum of Association of Greenland contains
provisions whereby Greenbelt, as its investment advisor, will receive annually a
percentage of realized and unrealized profits, if any, derived from Greenland's
investments. Greenbelt also receives annually a certain percentage of realized
and unrealized profits, if any, resulting from the investments in each of its
managed accounts.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
15
The following Exhibit is filed herewith:
1. Information concerning transactions in the Shares effected
by the Reporting Persons in the last sixty days.
2. Information concerning Strategic Investment Partners Limited.
3. Joint Filing Agreement.
[The remainder of this page intentionally left blank.]
16
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information contained in this Statement
is true, complete and correct.
Dated: May 18, 1998
GREENHOUSE PARTNERS, L.P. GREENWAY PARTNERS, L.P.
By: Greenhouse Partners, L.P., its
general partner
By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, general By: /s/ Gary K. Duberstein
partner ------------------------------
Gary K. Duberstein, general
partner
GREENHUT, L.L.C. GREENTREE PARTNERS, L.P.
By: Greenhut, L.L.C., its general
partner
By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, Member By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, Member
GREENHUT OVERSEAS, L.L.C. GREENSEA OFFSHORE, L.P.
By: Greenhut Overseas, L.L.C., its
investment general partner
By: /s/ Gary K.Duberstein
------------------------------
Gary K. Duberstein, Member By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, Member
GREENBELT CORP.
By: /s/ Alfred D. Kingsley
------------------------------
Alfred D. Kingsley, President
/s/ Alfred D. Kingsley
------------------------------
Alfred D. Kingsley
/s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein
17
NYFS11...:\92\56392\0003\1751\SCH5148R.03A
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
1. Information concerning transactions in the Shares
effected by the Reporting persons in the last sixty
days.
2. Information concerning Strategic Investment Partners
Limited.
3. Joint Filing Agreement.
18
EXHIBIT 1
TRANSACTION IN SHARES OF THE COMPANY
The Reporting Persons engaged in the following transactions in
Shares of the Company during the past 60 days or since the most recent filing on
Schedule 13D, whichever is less. All transactions involved purchases of Shares
(except for one sale on 3/23/98) on the New York Stock Exchange.
Reporting Person
With Direct Price Per Share
Beneficial Date of Number of (Excluding
Ownership Transaction Shares Commission)
- ----------------- ----------- --------- ----------------
Greentree 3/23/98 (3,100) 27.0000
Greenbelt 5/6/98 20,000 21.8406
Greenbelt 5/8/98 769,100 20.9503
Greenbelt 5/11/98 170,000 20.9191
Greenbelt 5/12/98 76,000 21.4375
Greenbelt 5/13/98 138,000 21.3089
Greenbelt 5/14/98 100,000 21.1875
Greenbelt 5/15/98 79,000 20.8758
Greentree 5/18/98 43,100 20.4928
Greenbelt 5/18/98 206,100 20.4928
19
Exhibit 2
INFORMATION CONCERNING STRATEGIC INVESTMENT PARTNERS LIMITED
The information set forth in this Exhibit 2 was provided to
the Reporting Persons by Strategic Investment Partners Limited ("SIPL"). SIPL
and the persons referred to in this Exhibit 2 assume no responsibility for any
other information included in this filing. In addition, such persons expressly
disclaim beneficial ownership over all the Shares reported herein.
SIPL is a Cayman Islands corporation jointly owned by Quantum
Industrial Partners LDC ("QIP") and Quasar Strategic Partners LDC ("QSP"). SIPL
has its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. The principal business of SIPL is investing in securities. Current
information concerning the identity and background of the directors and officers
of SIPL is set forth below.
Current information concerning each of SIPL, QIP and QSP (as
well as any other persons that may be deemed to have investment discretion over
securities held for the account of SIPL, QIP and QSP) is set forth below.
During the past five years, to the best of SIPL's knowledge,
no other person identified in this Exhibit 2 has been (a) convicted in a
criminal proceeding, or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or he has
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
SIPL
The identity and background of the officers and directors of
SIPL is set forth below.
QIP AND QSP
Each of QIP and QSP is a Cayman Islands exempted limited
duration company with its principal address at Kaya Flamboyan 9, Willemstad,
Curacao, Netherlands Antilles. The principal business of QIP and QSP is
investing in securities. Current information concerning the identity and
background of the directors and officers of QIP and QSP is set forth below.
QIH Management Investor, L.P. ("QIHMI"), an investment
advisory firm organized as a Delaware limited partnership, is a minority
shareholder of, and (pursuant to constituent documents of each of QIP and QSP)
is vested with investment discretion with respect to the portfolio assets held
for the account of QIP and QSP. The principal business of QIHMI is to provide
management and advisory services to, and to invest in, QIP and QSP. QIH
Management Inc. ("QIH Management"), a Delaware corporation of which Mr. George
Soros is the sole shareholder, is the sole general partner of QIHMI. The
principal business of QIH Management is to serve as the sole general partner of
QIHMI. QIHMI and QIH Management have their principal offices at 888 Seventh
Avenue, 33rd Floor, New York, New York 10106. QIHMI, by reason of its investment
discretion over the securities owned by QIP and QSP, and QIH Management, as the
sole general partner of QIHMI, may each be deemed the beneficial owner of the
Shares held for the account of QIP and QSP for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended.
20
Mr. Soros has entered into an agreement dated as of January 1,
1997 with Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability
company of which Mr. Soros is Chairman, pursuant to which Mr. Soros has, among
other things, agreed to use his best efforts to cause QIH Management, as the
general partner of QIHMI, to act at the direction of SFM LLC, which agreement to
so act shall terminate upon the earlier of (a) the assignment of SFM LLC of the
legal and beneficial ownership interest in QIH Management and (b) the assignment
of SFM LLC of the general partnership interest in QIHMI.
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr. Stanley
Druckenmiller and Mr. Gary Gladstein. SFM LLC has its principal office at 888
Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is
to serve, pursuant to contract, as the principal investment manager to several
foreign investment companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM
LLC, has the ability to direct the investment decisions of SFM LLC and as such
may be deemed to have investment discretion over the securities held for the
accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM
LLC, has the ability to direct the investment decisions of SFM LLC and as such
may be deemed to have investment discretion over the securities held for the
accounts of the SFM Clients. Set forth below is a list of the Managing Directors
(the executive officers) of SFM LLC.
The principal occupation of Mr. Soros, a United States
citizen, is his direction of the activities of SFM LLC, which is carried out in
his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal
occupation of Mr. Druckenmiller is his position as Lead Portfolio Manager and
Managing Director of SFM LLC, which is carried out at SFM LLC's principal
office.
DIRECTORS AND OFFICERS OF QSP
NAME/TITLE PRINCIPAL BUSINESS ADDRESS
CITIZENSHIP OCCUPATION (OR RESIDENCE)
----------- ---------- ----------------
Curacao Corporation Managing Director Kaya Flamboyan 9
Company N.V. of Netherlands Willemstad
Managing Director Antilles Curacao,
(Netherlands corporations Netherlands
Antilles) Antilles
Inter Caribbean Services Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Tortola
Island) British Virgin Islands
To the best of SIPL's knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings of relationships with respect to the Shares.
21
MANAGING DIRECTORS OF SFM LLC
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as a Managing Director of SFM LLC:
Scott K.H. Bessent
Walter Burlock
Brian J. Corvese
L. Kevin Dann
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Frank V. Sica
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of SIPL's knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
22
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of them of a statement on Schedule 13D (including amendments thereto)
with respect to the common stock, par value $.01 per share, of Woolworth
Corporation; and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement this 18th day of May, 1998.
GREENHOUSE PARTNERS, L.P. GREENWAY PARTNERS, L.P.
By: Greenhouse Partners, L.P., its
general partner
By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, general By: /s/ Gary K. Duberstein
partner ------------------------------
Gary K. Duberstein, general
partner
GREENHUT, L.L.C. GREENTREE PARTNERS, L.P.
By: Greenhut, L.L.C., its general
partner
By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, Member By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, Member
GREENHUT OVERSEAS, L.L.C. GREENSEA OFFSHORE, L.P.
By: Greenhut Overseas, L.L.C., its
investment general partner
By: /s/ Gary K.Duberstein
------------------------------
Gary K. Duberstein, Member By: /s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein, Member
GREENBELT CORP.
By: /s/ Alfred D. Kingsley
------------------------------
Alfred D. Kingsley, President
/s/ Alfred D. Kingsley
------------------------------
Alfred D. Kingsley
/s/ Gary K. Duberstein
------------------------------
Gary K. Duberstein
23