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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VENATOR GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York 13-3513936
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
233 Broadway
New York, New York 10279
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock Exchange, Inc.
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
On May 28, 1999, Venator Group, Inc. (the "Company") amended the
Company's Rights Agreement, dated as of March 11, 1998, to incorporate an
exception for certain "Qualifying Offers". To reflect that amendment,
Items 1 and 2 of the Registration Statement on Form 8-A filed by the
Company on April 3, 1998 are hereby amended to read in their entirety as
follows:
ITEM 1. Description of Securities To Be Registered
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
Effective on March 11, 1998, the Board of Directors of the
Company declared a dividend distribution of one right to purchase preferred
stock (a "Right") for each outstanding share of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), to shareholders of record at
the close of business on April 14, 1998 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a unit
consisting of one two-hundredth of a share (a "Unit") of Series B
Participating Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a purchase price of $100.00 per Unit, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set
forth in a Rights Agreement, dated as of March 11, 1998 (the "Rights
Agreement"), between the Company (formerly known as Woolworth Corporation)
and First Chicago Trust Company of New York, as Rights Agent, as amended by
Amendment No. 1 to the Rights Agreement, dated May 28, 1999.
TRANSFER AND DETACHMENT; ACQUIRING PERSON
Initially, the Rights are attached to all Common Stock
certificates representing shares then outstanding, and no separate
certificates for the Rights ("Rights Certificates") have been or will be
distributed. Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) the close of
business on the tenth business day following a public announcement that a
person or group of affiliated or associated persons that constitutes an
"Interested Shareholder," as defined in Section 912 of the New York
Business Corporation Law (an "Acquiring Person") has become such other than
pursuant to a Qualifying Offer (as hereinafter defined) (the date of the
announcement being the "Stock Acquisition Date"), or (ii) the close of
business on the tenth business day (or such later date as the Board shall
determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an Acquiring Person.
Certain inadvertent acquisitions will not result in a person's becoming an
Acquiring Person if the person promptly divests itself of sufficient Common
Stock.
A "Qualifying Offer" is defined in the Rights Agreement to mean a
tender offer for all outstanding shares of Common Stock which meets all of
the following requirements:
(a) Fully Financed Cash Portion / Value of Securities
Portion. The person making the tender offer must, prior to or
upon commencing the offer, have provided the Company firm written
commitments from responsible financial institutions, which have
been accepted by such person or one of its affiliates, to provide
funds for such offer which, when added to the amount of cash and
cash equivalents which such person or group then has available
and has irrevocably committed in writing to be used for purposes
of the offer if consummated, and to keep available for such
purposes until the offer is consummated or withdrawn, will be
sufficient to pay for the cash portion of the consideration
payable for all shares outstanding on a fully diluted basis and
all related expenses. The financing conditions must be subject
only to customary terms and conditions, which may not include
(1) conditions requiring access by the financial institutions to
non-public information to be provided by the Company, (2)
conditions based on the accuracy of any information concerning
the Company other than such as would be the subject of
representations in a public financing by the Company, or (3)
conditions requiring the Company to make any representations,
warranties or covenants in connection with the financing. The
person would also have to provide, with respect to any securities
portion of the offer, the opinion of a nationally recognized
investment bank, ranking in the top ten United States mergers and
acquisitions advisors for the most recent year, jointly chosen by
the person and the Independent Directors (as hereinafter
defined), and which investment bank has not provided services for
either the Company or the person (with costs for the services of
such investment bank to be paid by such person), that the value
of the securities offered as consideration in the offer for each
share of Common Stock receiving such securities is, at the time
of the expiration of the offer, equal to or greater than the cash
offered as consideration in the offer for each share of Common
Stock not receiving securities.
(b) 80% Requirement. The person or group making the offer
must own, immediately after consummating the offer, at least 80%
of the then outstanding shares of Comon Stock.
(c) Duration and Conditions. The offer must remain open
for at least 120 days and must be extended for at least 20
business days after the last increase in the price offered and
after any bona fide higher alternative offer is made, except that
such offer need not remain open beyond the time which any other
offer satisfying the criteria for a Qualifying Offer is then
required to be kept open, or the announcement, prior to the then
scheduled expiration date, of any other offer with respect to
which the Board of Directors has agreed to redeem the Rights
immediately prior to the acceptance for payment for shares
thereunder (unless the offer is terminated prior to its
expiration without any shares having been purchased thereunder).
(d) Second Step Commitment. The person or group making the
tender offer must irrevocably commit, prior to or upon
commencement of the offer, (1) to consummate promptly upon
completion of the offer a transaction whereby all shares of
Common Stock not purchased in such offer will be acquired at the
same price per share paid pursuant to the offer, and otherwise
not to purchase any shares of Common Stock following the
completion of the offer, (2) that such person or group will not
materially amend the terms of the offer (other than an increase
in the price offered) and (3) that such person or group will not
make an offer for any equity securities of the Company for six
months after the commencement of the original offer if the
original offer does not result in the tender of the required
minimum of 80% of the outstanding shares, except in certain
circumstances in which the offer is (x) commenced at a price per
share in excess of that provided for in the original offer, (y)
on terms satisfying paragraph (a) above and this paragraph (d),
or (z) with the approval of the Board of Directors of the Company
(in which event, any new offer by such person or by any of its
affiliates must be at a price no less than that provided for in
such approved offer).
(e) Independent Directors. Independent Directors shall be
permitted, by action of a majority thereof, to shorten any time
frame established pursuant to the provisions relating to
Qualifying Offers. For purposes of the Rights Agreement, the
term "Independent Director" means any member of the Board of
Directors of the Company who (1) is not, and has not within the
last ten years been, an officer or employee of the Company, (2)
is not the beneficial owner of 5% or more of the Common Stock or
an affiliate or associate of any such beneficial owner, and (3)
is not the person (or an affiliate or associate thereof) who has
made a tender offer that is the subject of the provisions
relating to Qualifying Offers.
Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificates. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued. As soon as
practicable after the Distribution Date, Rights Certificates will be mailed
to holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights. Shares of Common Stock issued prior to the
Distribution Date will be issued with Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
EXERCISABILITY
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on April 14, 2008 (unless
extended prior thereto by the Board of Directors), or earlier if redeemed
or exchanged by the Company as described below.
RIGHT TO ACQUIRE STOCK AT HALF PRICE
In the event ("Flip-in Event") that a Person becomes an
"Interested Shareholder," as defined in Section 912 of the New York
Business Corporation Law (an "Acquiring Person") has become such, except
pursuant to a Qualifying Offer, each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the Purchase Price of the Right. Notwithstanding
the foregoing, following the occurrence of any event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of any event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.
For example, at a Purchase Price of $100 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $200 worth of Common Stock (or other consideration, as noted
above) for $100. Assuming that the Common Stock had a per share value of
$10.00 at such time, the holder of each valid Right would be entitled to
purchase 20 shares of Common Stock for $100.
In the event ("Flip-over Event") that, at any time following the
Stock Acquisition Date, (i) the Company engages in a merger or other
business combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business
combination transaction in which the Company is the surviving corporation
and the Common Stock of the Company is changed or exchanged, or (iii) 50%
or more of the Company's assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which have previously
been voided as set forth above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a value equal
to two times the Purchase Price of the Right. A Flip-over Event shall not
be deemed to have occurred in the event that (1) the transaction is
consummated with a person or persons who acquired such shares of Common
Stock pursuant to a Qualifying Offer (or a wholly owned subsidiary of such
person), (2) the price per share of Common Stock offered in such
transaction is not less than the price per share of Common Stock paid to
all holders of shares of Common Stock whose shares were purchased pursuant
to such Qualifying Offer and (3) the form of consideration being offered to
the remaining holders of shares of Common Stock pursuant to such
transaction is the same as the form of consideration paid pursuant to such
Qualifying Offer. Flip-in Events and Flip-over Events are collectively
referred to as the "Triggering Events."
ADJUSTMENTS
The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
REDEMPTION OR EXCHANGE
At any time until the close of business on the tenth business day
following the Stock Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors). Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $.01 redemption price. The
foregoing notwithstanding, the Rights generally may not be redeemed for one
hundred eighty (180) days following a change in a majority of the Board of
Directors as a result of a proxy contest.
At any time after the occurrence of a Flip-in Event and prior to
a person's becoming the beneficial owner of fifty percent (50%) or more of
the outstanding Common Stock, the Board may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one two-
hundredth of a share of Preferred Stock (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
AMENDMENT
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement; provided, however,
that no amendment may be made at such time as the Rights are not
redeemable.
RIGHTS AGREEMENT; RIGHTS ISSUED
As of May 28, 1999, there were 137,198,806 shares of Common
Stock of the Company outstanding and 104,350 shares of Common Stock of the
Company in the treasury. As of May 28, 1999, there were 29,921,428 shares
of Common Stock reserved for issuance. Each share of Common Stock of the
Company outstanding at the close of business on May 28, 1999, is associated
with one Right. So long as the Rights remain attached to the Common Stock,
one additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the Company in the
future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when
it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange of certain securities of the Company.
There are 1,000,000 shares of Preferred Stock initially reserved for
issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company, other than pursuant to a Qualifying Offer, without the
approval of the Company's Board of Directors. The Rights, however, should
not affect any prospective offeror who is willing to make an offer at a
fair price and otherwise in the best interests of the Company and its
shareholders as determined by a majority of the Directors who are not
affiliated with the person making the offer, or who is willing to negotiate
with the Board. The Rights should not interfere with any merger or other
business combination approved by the Board since the Board may, at its
option, at any time until ten business days following the Stock Acquisition
Date redeem all but not less than all of the then outstanding Rights at the
redemption price. Also, the Rights should not interfere with a merger or
other business combination that results from a Qualifying Offer.
Copies of the Rights Agreement and Amendment No. 1 thereto have
been filed with the Securities and Exchange Commission and are incorporated
by reference as exhibits to this Registration Statement on Form 8-A/A. The
foregoing summary description of the Rights is qualified in its entirety by
reference to the Rights Agreement, as amended, which is incorporated herein
by reference. A Certificate of Incorporation setting forth the terms of
the Preferred Stock was filed with the Secretary of State of the State of
New York on April 7, 1989.
ITEM 2. Exhibits.
Exhibit Description Page
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1 Amendment No. 1 to the Rights Agreement, dated as of May 28,
1999, between Venator Group, Inc. and First Chicago Trust
Company of New York, as Rights Agent. (Incorporated by
reference to Exhibit No. 4.2(a) to the Quarterly Report on
Form 10-Q of Venator Group, Inc., for the period ended May
1, 1999, filed on June 4, 1999)
2 Rights Agreement, dated as of March 11, 1998, between
Venator Group, Inc, (formerly known as Woolworth
Corporation) and First Chicago Trust Company of New York, as
Rights Agent, including the form of Rights Certificate as
Exhibit A and the Summary of Rights to Purchase Preferred
Stock. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the Distribution
Date (as such term is defined in the Rights Agreement).
(Incorporated by reference to Exhibit No.4 to the Current
Report on Form 8-K of Venator Group, Inc. (formerly known as
Woolworth Corporation, dated March 11, 1998)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized.
Dated: June 9, 1999 VENATOR GROUP, INC.
By: /s/ Gary M. Bahler
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Name: Gary M. Bahler
Title: Senior Vice President, General
Counsel and Secretary