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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.
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(Name of Registrant as Specified In Its Charter)
GREENWAY PARTNERS, L.P.
ALFRED D. KINGSLEY
GARY K. DUBERSTEIN
ANDREW P. HINES
HOWARD STEIN
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(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
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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(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.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: Not applicable.
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[ ] 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.
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(2) Form, Schedule or Registration Statement No.: Not applicable.
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(3) Filing Party: Not applicable.
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(4) Date Filed: Not applicable.
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June 23, 1999
GREENWAY
PARTNERS
PROXY CONTEST ALERT
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DO NOT VOTE YOUR SHARES OF VENATOR
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UNTIL YOU HEAR FROM US
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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:
DISMAL o The Company's management has failed to deliver value to
FIVE the shareholders, as clearly evidenced by its languishing
YEAR stock price. Based on the Company's own calculation of
STOCK cumulative total shareholder return in its preliminary proxy
PERFORMANCE statement, a $100 investment 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.
"WATCHDOG" o We have suggested that the Board scrutinize management's
SLATE performance, and we have nominated a slate of four director
nominees who, if elected, would be committed to serve as
"watchdogs" for the shareholders' interests.
WHAT WAS o Rather than await the vote of shareholders at the 1999
THE RUSH? Annual Meeting, the current Board of Directors entered into
new multi-million dollar employment agreements for chief
executive officer Roger Farah and for chief operating
officer Dale Hilpert long before their current agreements
expired.
REAL o We thought the Company was negotiating in good faith with
NEGOTIATIONS? the Greenway Group to support the election of two of our
nominees (Alfred D. Kingsley and Gary K. Duberstein) who
would be committed to protecting the 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
C:\DATA\EDGAR\#676966 v1.rtf
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?
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.
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(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.
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