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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
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[ ] 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.
GARY K. DUBERSTEIN
ANDREW P. HINES
ALFRED D. KINGSLEY
HOWARD STEIN
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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July 12, 1999
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press release
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Greenway Partners, L.P.
277 Park Avenue, New York, NY
Contact: Gary K. Duberstein
Phone: Tel (212) 350-5100
FAX: Fax (212) 350-5253
FOR IMMEDIATE RELEASE
THE PROXY MONITOR SUPPORTS GREENWAY SLATE
AT VENATOR GROUP, INC.
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New York, NY, July 12, 1999-- Greenway Partners, L.P., the largest
holder of the common stock of Venator Group, Inc., announced today that THE
PROXY MONITOR, a widely respected independent proxy advisory firm, has issued a
report recommending that shareholders vote FOR Greenway's nominees for election
as directors at the July 16 annual meeting of the company formerly known as
Woolworth Corporation to be held in Bradenton, Florida. The Proxy Monitor also
supports the Greenway proposals for the Company to drop the name Venator and to
end its poison pill.
The Proxy Monitor report states in part (emphasis added)(1):
"Proxy Monitor analysts weigh a number of variables in our decision
with regard to the election of directors, with shareholder returns weighted
most heavily. VENATOR'S STOCK PRICE HAS LAGGED THAT OF ITS PEER GROUP OVER
THE PAST FIVE YEARS (NOT TO MENTION ITS DISMAL PERFORMANCE IN RELATION TO
THAT OF THE S&P 500) UNDER THE AEGIS [OF] ITS MANAGEMENT TEAM. By the
numbers, 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. By contrast, a $100 investment in
Venator made on January 31, 1994 dwindled to only $19.81 by January 31,
1999. The company has posted a net loss for four of the past seven fiscal
years, and has significantly underperformed its peer industry group in
terms of return on assets and return on equity for five of the past seven
years. DESPITE THIS LACKLUSTER PERFORMANCE, MANAGEMENT SAW FIT TO RENEW
EMPLOYMENT CONTRACTS OF THE COMPANY'S CURRENT PRESIDENT AND CEO (WHOSE
SERVICE TO VENATOR BEGAN IN 1995 AND 1994, RESPECTIVELY) . . . BEFORE
THEIR. . . CONTRACTUAL EXPIRATION DATES, AT VERY ATTRACTIVE TERMS. IN
ADDITION, MANAGEMENT HAS NOT BEEN RESPONSIVE TO SHAREHOLDER CONCERNS OVER
THE INCLUSION OF CERTAIN ANTITAKEOVER MEASURES IN THE COMPANY'S CERTIFICATE
AND BYLAWS. Most notably, the company largely ignored the fact that holders
of 81% of outstanding shares voted in favor of a shareholder proposal to
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(1) Permission to use these quotations has neither been sought or received.
redeem its poison pill (or put it to a vote) presented at the 1998 annual
meeting."
"IN THE CIRCUMSTANCES, IT APPEARS THAT MANAGEMENT AND THE BOARD MAY BE
MORE INTERESTED IN ENTRENCHMENT OF THEIR OWN INTERESTS THAN THEY ARE IN
TURNING THE COMPANY'S FORTUNES. ACCORDINGLY, WE BELIEVE A CHANGE AT THE
HELM IS LONG OVERDUE. As noted above, Greenway Partners has nominated . . .
four directors who would serve in place of management's slate. According to
Greenway, their nominees would be committed to serve as `watchdogs' for
shareholder interests. WE BELIEVE THAT GREENWAY'S CONSIDERABLE STAKE IN THE
COMPANY WOULD SERVE TO ALIGN THEIR INTERESTS WITH THOSE OF PUBLIC
SHAREHOLDERS. Accordingly, we recommend that shareholders vote the GREEN
proxy card issued by the Greenway Group in favor of the dissident slate of
directors."
On the shareholder proposal to drop the name Venator, The
Proxy Monitor said:
"While the choice of a company name is arguably a matter of personal
choice, we agree with Greenway's position on this matter. FROM A MARKETING
PERSPECTIVE, IT'S DIFFICULT TO FATHOM WHY MANAGEMENT MADE THE DECISION TO
CHANGE THE COMPANY'S NAME FROM WOOLWORTH (A VENERABLE RETAILER WITH OVER A
CENTURY OF AMERICAN HISTORY) TO THE UNKNOWN, ARGUABLY UNAPPEALING
`VENATOR.' The company's dependence on a marketing study doesn't hold much
water. In light of Venator's poor performance, WE BELIEVE THAT SHAREHOLDERS
HAVE MUCH TO GAIN (AND LITTLE TO LOSE) BY CHANGING THE COMPANY'S NAME BACK
TO WOOLWORTH CORP. Accordingly, we recommend a vote in favor of the
Greenway name change proposal."
Alfred D. Kingsley, senior managing director of Greenway
Partners, said: "We are extremely pleased by the thoughtful report from The
Proxy Monitor. The vote at the upcoming Annual Meeting is about accountability
for poor results. The Proxy Monitor has endorsed our call to action; our call to
elect the Greenway nominees to the Board to serve as `watchdogs' for all
shareholders."
Another advisory firm, Institutional Shareholder Services,
supported the Greenway proposal to eliminate the poison pill, but did not
support the Greenway nominees or the name change.
Gary K. Duberstein, managing director of Greenway Partners,
said: "We are of course disappointed by the ISS position on the election of
directors, as well as its support of the name Venator. In contrast, I think The
Proxy Monitor analysis concerning Board representation is more in line with
where corporate governance is moving. As The Proxy Monitor noted: `Greenway's
considerable stake in the company would serve to align their interests with
those of public shareholders.' That really says it all. We have over 19,000,000
additional reasons to work harder at being directors than management's nominees"
Greenway Partners and its affiliates own in excess of
19,000,000 shares (over 14%) of the Company.
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