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): November 1, 2001 ------------------------------------------------------------------------------- FOOT LOCKER, INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York No. 1-10299 13-3513936 -------------------------------- ------------------------ ------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 112 West 34th Street, New York, New York 10120 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 720-3700 -------------- Venator Group, Inc. -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.)
Item 5. Other Events. On November 1, 2001 the Registrant issued a press release announcing that shareholders approved the Registrant's name change from Venator Group, Inc. to Foot Locker, Inc. at a special meeting of shareholders held in New York on November 1, 2001. The results of the proposal to amend the Registrant's Certificate of Incorporation to change its name to Foot Locker, Inc. were as follows: Votes For Votes Against Abstentions Broker Non-Votes --------- ------------- ----------- ---------------- 121,300,960 187,821 72,776 0 At the close of business on the record date of September 21, 2001, there were outstanding 139,810,246 shares of the Registrant's Common Stock, par value $0.01 per share ("Common Stock"). There were represented at the meeting, in person or by proxy, 121,561,557 shares of Common Stock. Such shares represented 86.95 percent of the total number of shares of such class of stock outstanding on the record date. A copy of the press release announcing the Registrant's name change is attached as 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. FOOT LOCKER, INC. ----------------- (Registrant) Date: November 2, 2001 By: /s/ Gary M. Bahler -------------------------------- Gary M. Bahler Senior Vice President, General Counsel and Secretary 2
FOOT LOCKER, 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 New Release dated November 1, 2001 3
Exhibit 99 N E W S R E L E A S E CONTACT: Peter D. Brown Vice President, Treasurer and Investor Relations Venator Group, Inc. (212) 720-4254 VENATOR GROUP, INC. ANNOUNCES NAME CHANGE TO FOOT LOCKER, INC. NEW YORK, NY, November 1, 2001 - Venator Group, Inc. (NYSE: Z), the New York-based specialty athletic retailer, today announced that it will begin doing business as Foot Locker, Inc. tomorrow, November 2, 2001. The name change to Foot Locker, Inc. became official following today's approval by shareholders at a special meeting held at the Corporate Headquarters in New York City. To celebrate the inauguration of the new name, Matthew D. Serra, the Company's President and Chief Executive Officer, is scheduled to ring the bell on the floor of the New York Stock Exchange to signal the start of tomorrow's trading. Foot Locker, Inc. will continue to trade under the ticker symbol "Z" and shareholders need not surrender their stock certificates. Over the past several years, the Company has divested itself of its non-athletic businesses. The completion of this divestiture strategy allows the Company to be totally focused in the athletic retail segment. The Foot Locker, Inc. name better reflects our athletic identity. Venator Group is primarily a mall-based specialty athletic retailer that operates approximately 3,600 athletic retail stores in 14 countries in North America, Europe and Australia. Through its Foot Locker, Lady Foot Locker, Kids Foot Locker and Champs Sports retail stores, as well as its direct-to-customer channel Footlocker.com/Eastbay, the Company is the leading provider of athletic footwear and apparel. 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 detailed in the Company's filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company's merchandise mix and retail locations, economic conditions worldwide, the ability of the Company to execute its business plans effectively with regard to each of its business units, and the ability of the Company to implement, in a timely manner, the programs and actions related to the euro issue. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. # # # 4