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Registration No. 333-________
As filed with the Securities and Exchange Commission on August 28, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Venator Group, Inc.
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(Exact name of registrant as specified in its charter)
New York 13-3513936
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Broadway, New York, New York 10279
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(Address of Principal Executive Offices) (Zip Code)
Venator Group 1998 Stock Option and Award Plan
(Full title of the plan)
General Counsel, Venator Group,Inc.,
233 Broadway, New York, NY 10279
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)(212) 553-2000
--------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit(1) price fee
- ---------- ---------- -------- --------- ---
Common Stock, 6,000,000 $12.0938 $72,562,800 $21,406
$.01 par value Shares
(including the
associated
Preferred Stock
Purchase Rights)
(1) In accordance with Rule 457 under the Securities Act of 1933, solely for the
purpose of calculating the registration fee, the maximum offering price per unit
is based on the average of the high and low prices of Registrant's common stock
as reported on the Composite Tape for New York Stock Exchange Listed Stocks on
August 20, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------- ---------------------------------------
The following documents are incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998;
(b) Registrant's Quarterly Report on Form 10-Q for the period ended May
2, 1998; and Registrant's Current Reports on Form 8-K dated March 11, 1998,
April 6, 1998, May 7, 1998 and August 12, 1998.
(c) the description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-B filed on August 7, 1989,
including any amendments or reports filed for purposes of updating such
description.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall hereby be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Article IX of the By-laws of Registrant requires Registrant to indemnify,
to the fullest extent permitted by applicable law, any person who (a)
is or was made, or threatened to be made, a party to any action or proceeding
because that person or his or her testator or intestate is or was a director or
officer of Registrant or served, or is serving, at the request of Registrant as
a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
against judgments, fines, amounts paid in settlement and expenses incurred as a
result of such action or proceeding, or appeal therein, and (b) has met the
standards set forth in Section 721 of the New York Business Corporation Law (the
"NYBCL"). Section 721 of the NYBCL provides that no indemnification is to be
provided to any person who is a director or officer if a judgment or other final
adjudication adverse to such person establishes that (a) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
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and, in either case, were material to the cause of action so adjudicated,
or (b) he or she personally gained, in fact, a financial profit or other
advantage to which he or she was not legally entitled.
Article IX of the By-laws also provides that Registrant shall, from
time to time, reimburse or advance to any person indemnified thereunder the
funds necessary for payment of expenses incurred in connection with any action
or proceeding subject to such indemnification, upon receipt by Registrant of a
written undertaking by or on behalf of such person to repay such amounts(s) if a
judgment or other final adjudication adverse to the director or officer
establishes that he or she did not meet the standards set forth in Section 721
of the NYBCL.
Article IX of the By-laws also expressly authorizes Registrant to enter
into agreements providing for indemnification or the advancement of expenses to
the fullest extent permitted by applicable law. As more fully explained below,
Registrant has entered into (or intends to enter into) agreements with each of
Registrant's directors and officers to provide for indemnification to the
fullest extent permitted by applicable law.
Article TENTH of Registrant's Certificate of Incorporation requires
Registrant to indemnify its directors and officers, and permits Registrant to
indemnify others, to the fullest extent permitted by applicable law. The extent
and limitations of indemnification under Article TENTH of Registrant's
Certificate of Incorporation are substantially identical to the indemnification
provisions set forth in Article IX of Registrant's Bylaws.
Article ELEVENTH of Registrant's Certificate of Incorporation provides
that no director of Registrant shall be personally liable to Registrant or to
any of its shareholders for monetary damages for breach of fiduciary duty as a
director, except if a judgment or other final adjudication adverse to such
director establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that such
director gained, in fact, a financial profit or other advantage to which he or
she was not legally entitled or that such director's acts violated Section 719
of the NYBCL.
As previously noted, Registrant has entered into indemnification
agreements with each of its directors and officers (and intends in the future to
enter into similar indemnification agreements with other persons who become
directors or officers of Registrant) which require Registrant to, among other
things, indemnify each director or officer for any and all judgments, fines,
amounts paid in settlement and expenses incurred in connection with
investigating, defending, being a witness or participating in any threatened,
pending or completed action, suit, proceeding, inquiry or investigation, and to
advance to each such director or officer his or her costs and expenses of any
such suit, proceeding, inquiry or investigation if such director or officer
undertakes to pay back such advances to the extent required by law. Prior to a
"Change in Control" (as defined in each indemnification agreement) of
Registrant, a director or officer is not entitled to indemnification under such
agreement in any action or proceeding voluntarily commenced by such indemnitee
against
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Registrant or any director or officer of Registrant, unless the institution of
such action or proceedings is joined in or consented to by Registrant.
Sections 721 through 726 of the NYBCL provide for indemnification of
directors and officers. If a director or officer is successful on the merits or
otherwise in a legal proceeding, such person must be indemnified to the extent
he or she was successful. Further, indemnification is permitted in both
third-party and derivative suits if such person acted in good faith and for a
purpose he or she reasonably believed was in the best interest of Registrant,
and if, in the case of a criminal proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful. Indemnification under this provision
applies to judgments, fines, amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action, however, a director
or officer may not be indemnified for amounts paid to settle such a suit or for
any claim, issue or matter as to which such person shall have been adjudged
liable to Registrant absent a court determination that the person is fairly and
reasonably entitled to indemnity. Notwithstanding the failure of Registrant to
provide indemnification and despite any contrary resolution of the board of
directors, indemnification shall be awarded by the proper court pursuant to
Section 724 of the NYBCL. Under New York law (and as provided in Article IX of
Registrant's By-laws and in the indemnification agreements previously
described), expenses may be advanced upon receipt of an undertaking by or on
behalf of the director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to indemnification. The advance
is conditioned only upon receipt of the undertaking and not upon a finding that
the officer or director has met the applicable indemnity standards.
In addition, Registrant has directors and officers liability insurance
policies.
Item 7. Exemption From Registration Claimed.
- ------ -------------------------------------
Not applicable.
Item 8. Exhibits.
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The exhibits filed as part of or incorporated by reference in this
Registration Statement are listed in the Index of Exhibits that begins on page
7.
Item 9. Undertakings.
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Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
Provided however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted against
Registrant by such director, officer or controlling person in connection with
the securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on August 24, 1998.
VENATOR GROUP, INC.
-------------------
By: /s/ Roger N. Farah
------------------
Roger N. Farah
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on August 24, 1998.
Signature Title
- ---------- ------
/s/ Roger N. Farah Director, Chairman of the Board
- ----------------- Chief Executive Officer
Roger N. Farah
/s/ Reid Johnson Senior Vice President and Chief
- ---------------- Financial Officer
Reid Johnson
/s/ Bruce L. Hartman Vice President and Controller
- -------------------- Director, President and Chief
Bruce L. Hartman
/s/ Dale W. Hilpert Operating Officer
- -------------------
Dale W. Hilpert
J. Carter Bacot* Director
Purdy Crawford* Director
Philip H. Geier, Jr.* Director
Jarobin Gilbert, Jr.* Director
Allan Z. Loren* Director
Margaret P. MacKimm* Director
John J. Mackowski* Director
James E. Preston* Director
Christopher A. Sinclair* Director
* Roger N. Farah, by signing his name hereto, is also signing as
attorney-in-fact for the named directors.
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VENATOR GROUP, INC.
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- ------------
4.1 The rights of holders of the Registrant's equity
securities are defined in the Registrant's
Certificate of Incorporation, as filed by the
Department of State of the State of New York on April
7, 1989 (incorporated herein by reference to Exhibit
3(i)(a)to the Quarterly Report on Form 10-Q for the
quarterly period ended July 26, 1997 filed by the
Registrant with the SEC on September 4, 1997 (the
"July 26, 1997 Form 10-Q")), as amended on July 20,
1989, July 24, 1990, and July 9, 1997,(incorporated
herein by reference to Exhibit 3(i)(b) to the July
26, 1997 Form 10-Q).
4.1(a) Certificate of Amendment of the Certificate of
Incorporation, as filed by the Department of State of
the State of New York on June 11, 1998.
4.2 Registrant's By-laws, amended as of August 12,
1998.
4.3 Rights Agreement dated as of March 11, 1998 between
Woolworth Corporation (now, Venator Group, Inc.) and
First Chicago Trust Company of New York, as Rights
Agent (incorporated herein by reference to Exhibit 4
to the Registrant's Form 8-K dated March 11, 1998).
4.4 Indenture dated as of October 10, 1991 (incorporated
herein by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-3 (Registration No.
33-43334) previously filed with the SEC).
4.5 Forms of Medium-Term Notes (Fixed Rate and Floating
Rate) (incorporated herein by reference to Exhibits
4.4 and 4.5 to the Registration Statement on Form S-3
(Registration No. 33-43334) previously filed with the
SEC).
4.6 Form of 8 1/2% Debentures due 2022 (incorporated
herein by reference to Exhibit 4 to Registrant's
Form 8-K dated January 16, 1992).
4.7 Purchase Agreement dated June 1, 1995 and Form of 7%
Notes due 2000 (incorporated herein by reference to
Exhibits 1 and 4, respectively, to Registrant's Form
8-K dated June 7, 1995).
4.8 Distribution Agreement dated July 13, 1995 and
Forms of Fixed Rate and Floating Rate Notes
(incorporated herein by reference to Exhibits
1,4.1, and 4.2, respectively, to Registrant's
Form 8-K dated July 13, 1995).
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5 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP is contained in its opinion filed as Exhibit
5 to this Registration Statement.
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney granted to Roger N. Farah, Dale W.
Hilpert and Gary M. Bahler.
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[As filed by the Department of State of the State of New York on June 11, 1998]
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
WOOLWORTH CORPORATION
Under Section 805 of the Business Corporation Law
We, the undersigned, Gary M. Bahler and Sheilagh M. Clarke, being,
respectively, the Vice President and Secretary and the Assistant Secretary of
Woolworth Corporation, a corporation organized under the laws of the State of
New York (the "Corporation"), do hereby state and certify that:
1. The name of the Corporation is Woolworth Corporation.
2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on April 7, 1989.
3. The Certificate of Incorporation is hereby amended, as authorized by
Section 801 of the Business Corporation Law of the State of New York, to change
the name of the Corporation (in Article FIRST of such Certificate of
Incorporation). To effect such amendment, Article FIRST of the Certificate of
Incorporation is hereby amended to read, in its entirety, as follows:
"FIRST -- The name of the corporation is Venator Group, Inc.
(hereinafter called the 'Corporation')."
4. The amendment of the Certificate of Incorporation set forth above
was authorized by vote of the Board of Directors at a meeting duly called and
held on March 11, 1998, a quorum being present, followed by the required vote of
the holders of a majority of all outstanding shares of the Corporation entitled
to vote thereon at the annual meeting of shareholders of the Corporation which
was duly called and held on June 11, 1998, a quorum being present.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment of the Certificate of Incorporation of the Corporation and do affirm
the foregoing as true under the penalties of perjury as of this 11th day of June
1998.
/s/ Gary M. Bahler /s/ Sheilagh M. Clarke
- ------------------ ----------------------
Gary M. Bahler Sheilagh M. Clarke
Vice President and Secretary Assistant Secretary
amend3
<PAGE> 1
BY-LAWS
of
VENATOR GROUP, INC.
As of August 12, 1998
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INDEX
Page
ARTICLE I ...................................................................1
Meetings of Shareholders ...............................................1
ARTICLE II ..................................................................4
Board of Directors .....................................................4
ARTICLE III .................................................................6
Committees .............................................................6
ARTICLE IV ..................................................................7
Officers ...............................................................7
Chairman of the Board and Chief Executive Officer ......................8
Vice Chairmen of the Board .............................................9
President and Chief Operating Officer ..................................9
Senior Executive Vice Presidents, Executive Vice
Presidents, Senior Vice Presidents and Other
Vice Presidents ........................................................9
Controller .............................................................9
Treasurer ..............................................................9
Secretary ..............................................................9
Powers of Officers Regulated ...........................................9
ARTICLE V ...................................................................10
Execution of Contracts .................................................10
ARTICLE VI ..................................................................11
Capital Stock ..........................................................11
ARTICLE VII .................................................................12
Corporate Seal .........................................................12
ARTICLE VIII ................................................................12
Fiscal Year ............................................................12
ARTICLE IX ..................................................................12
Indemnification of Directors, Officers and Others ...................12
ARTICLE X ...................................................................14
Amendments ..........................................................14
<PAGE>3
BY-LAWS
OF
VENATOR GROUP, INC.
---------------------------
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. Any meeting of the shareholders may be held at such place
within or without the United States, and at such hour, as shall be fixed by the
Board of Directors and stated in the notice of meeting, or, if not so fixed, at
the office of the Corporation in the State of New York at 10:00 A.M.
SECTION 2. The annual meeting of shareholders shall be held on such day
and at such time as may be fixed by the Board of Directors, for the election of
directors and the transaction of other business.
SECTION 3. A special meeting of the shareholders may be held whenever
called in writing by the Secretary upon the direction of the Chairman of the
Board and Chief Executive Officer, a Vice Chairman of the Board, the President
and Chief Operating Officer or a majority of the entire Board of Directors. At
any such special meeting only such business may be transacted which is related
to the purpose or purposes set forth in the notice required by Section 5 of
Article I.
A special meeting may be cancelled by resolution of the Board of
Directors.
SECTION 4. For the purpose of determining the shareholders entitled to
notice of, or to vote at, any meeting of shareholders or any adjournment
thereof, the Board of Directors may fix, in advance, a date as the record date
for such determination of shareholders. Such date shall not be more than 50 nor
less than 10 days before the date of such meeting. When a determination of
shareholders of record entitled to notice of, or to vote at, any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
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SECTION 5. Written notice shall state the place, date and hour of any
meeting of shareholders and, unless it is the annual meeting, shall indicate
that it is being issued by, or at the direction of, the person or persons
calling the meeting. Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called. If, at any meeting, action is proposed
to be taken which would, if taken, entitle shareholders to demand payment for
their shares, the notice of such meeting shall include a statement of that
purpose and to that effect. A copy of the notice of any meeting shall be given,
personally or by mail, not more than 50 nor less than 10 days before the date of
the meeting, to each shareholder entitled to vote at such meeting. If mailed,
such notice is given when deposited in the United States mail, with postage
thereon prepaid, directed to the shareholder at his or her address as it appears
on the record of shareholders, or, if he or she shall have filed with the
Secretary a written request that notices be mailed to some other address, then
such notice shall be directed to him or her at such other address. An affidavit
of the Secretary or other person giving the notice or of a transfer agent of the
Corporation that the notice required by this section has been given shall, in
the absence of fraud, be prima facie evidence of the facts therein stated.
When a meeting is adjourned to another time or place, it shall
not be necessary to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date.
SECTION 6. A list of shareholders as of the record date, certified by
the officer of the Corporation responsible for its preparation or by a transfer
agent of the Corporation, shall be produced at any meeting of shareholders upon
the request thereat or prior thereto of any shareholder. If the right to vote at
any meeting is challenged, the inspectors, or person presiding thereat, shall
require such list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear from such
list to be shareholders entitled to vote thereat may vote at such meeting.
SECTION 7. The holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholder. The
shareholders present may adjourn the meeting despite the absence of a quorum.
2
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SECTION 8. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him or her by
proxy executed in writing (or in such manner permitted by law) by the
shareholder or his or her attorney-in-fact. No proxy shall be valid after the
expiration of 11 months from the date thereof, unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by the New York Business Corporation
Law.
SECTION 9. At all meetings of shareholders the Chairman of the Board and
Chief Executive Officer shall preside; and in his or her absence a Vice Chairman
of the Board, the President and Chief Operating Officer or such other officer or
director as may be appointed by the Board of Directors shall preside; and in the
absence of any such officer, a chairman appointed by the shareholders present
shall preside. The Secretary or an Assistant Secretary shall act as secretary at
all meetings of the shareholders, but in the absence of the Secretary or an
Assistant Secretary the presiding officer may appoint any person to act as
secretary of such meeting.
SECTION 10. The Board of Directors, in advance of any meeting of
shareholders, may appoint one or more inspectors to act at the meeting or at any
adjournment thereof. If inspectors are not so appointed, the person presiding at
the meeting may, and on the request of any shareholders entitled to vote thereat
shall, appoint one or more inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability.
SECTION 11. The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote thereat,
the inspectors shall make a report, in writing, of any challenge, question or
matter determined by them and execute a certificate of any fact found by them.
Any report or certificate made by them shall be prima facie evidence of the
facts stated and of the vote as certified by them.
SECTION 12. Every shareholder of record shall be entitled at every
meeting of shareholders to one vote for every share standing in his or her name
on the record date on the record of shareholders.
3
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. The number of directors constituting the entire Board of
Directors shall be not less than 9 or more than 17, the exact number of
directors to be determined from time to time by resolution adopted by a majority
of the entire Board of Directors. At each annual meeting of shareholders,
directors shall be elected to hold office by a plurality of the votes cast.
SECTION 2. Nominations for election to the Board of Directors of the
Corporation at a meeting of shareholders may be made by the Board of Directors,
on behalf of the Board of Directors by any nominating committee appointed by
such Board, or by any shareholder of the Corporation entitled to vote for the
election of directors at such meeting. Such nominations, other than those made
by or on behalf of the Board of Directors, shall be made by notice in writing
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Corporation, and received by the Secretary at least 75 days
prior to any meeting of shareholders called for the election of directors. Each
such notice shall set forth: (a) name and address of the shareholder who intends
to make the nomination, (b) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (c) the principal
occupation or employment of each nominee, (d) the number of shares of stock of
the Corporation which are beneficially owned by each such nominee and by the
nominating shareholder, (e) any other information concerning the nominee that
must be disclosed of nominees in proxy solicitations pursuant to Rule 14(a) of
the Securities Exchange Act of 1934, and (f) the executed consent of each
nominee to serve as director of the Corporation if so elected.
The chairman of the meeting of shareholders may, if the facts
warrant, determine that a nomination was not made in compliance with the
foregoing procedures, and if the chairman should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 3. The Board of Directors or any committee thereof may hold its
meetings in such place or places within or without the State of New York as the
Board of Directors may, from time to time, determine. Any one or more or all of
the members of the Board of Directors, or any committee thereof, may participate
in any meeting of the Board or of any committee thereof by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
4
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SECTION 4. Regular meetings of the Board of Directors shall be held in
accordance with the schedule adopted each year by the Board of Directors, or on
such other day or at such other time or place as the Board of Directors may,
from time to time, determine. No notice shall be required for any such regular
meeting of the Board of Directors; provided, however, that the Secretary shall
forthwith give notice of any change in the place, day or time for holding
regular meetings of the Board of Directors by mailing a notice thereof to each
director.
SECTION 5. At the first meeting of the Board of Directors held after
each annual meeting of shareholders, the Board shall (a) elect the executive
officers of the Corporation, such executive officers to hold office until the
first meeting of the Board of Directors following the next annual meeting of the
shareholders, and (b) designate an Executive Committee and such other committees
as the Board of Directors deems appropriate.
SECTION 6. Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board and Chief Executive
Officer, a Vice Chairman of the Board, the President and Chief Operating Officer
or a majority of the entire Board. Notice of each special meeting shall be
mailed to each director at least two days before the day on which such meeting
is to be held, or shall be sent by telegraph, telex, cable, wireless or
telecopy, or be delivered personally or by telephone, at least 24 hours before
the time at which such meeting is to be held. Notice need not be given to any
director who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice.
SECTION 7. A notice, or waiver of notice, need not specify the purpose
(other than to amend these By-laws) of any regular or special meeting of the
Board of Directors.
SECTION 8. At all meetings of the Board of Directors the Chairman of the
Board and Chief Executive Officer, a Vice Chairman of the Board, the President
and Chief Operating Officer, or such other officer or director as may be
appointed by the Board, shall preside.
SECTION 9. One-third of the entire Board of Directors shall constitute a
quorum for the transaction of business. Except as otherwise provided in these
By-laws, the vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board of
Directors. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of any
adjournment of any meeting of the Board of Directors to another time or place
shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.
5
<PAGE>8
ARTICLE III
COMMITTEES
SECTION 1. The Board of Directors, by resolution adopted by a majority
of the entire Board, shall designate not less than five of its members who, with
the Chairman of the Board and Chief Executive Officer, shall constitute an
Executive Committee. During intervals between meetings of the Board of
Directors, the Executive Committee shall possess, and may exercise, all of the
powers of the Board (except as otherwise provided in this Article III) in the
management of the business of the Corporation, in all cases in which specific
directions shall not have been given by the Board of Directors. The Executive
Committee shall recommend to the Board the declaration of such dividends as such
committee deems appropriate.
SECTION 2. The Chairman of the Board and Chief Executive Officer shall
be the chairman of the Executive Committee, and the Secretary of the Corporation
shall be the secretary of such committee, or in his or her absence any Assistant
Secretary who shall have been designated by the Board of Directors to perform
the duties of the Secretary. All acts and resolutions of the Executive Committee
shall be recorded in the minute book and reported to the Board of Directors at
its next succeeding regular meeting and shall be subject to the approval of, or
revision by, the Board, but no acts or rights of third parties shall be affected
by any such revision. The presence of four members of the Executive Committee
shall be necessary to constitute a quorum. The affirmative vote of four members
of the Executive Committee shall be necessary for the adoption of any
resolution, unless more than seven members shall be present, in which case the
affirmative vote of a majority of the members present shall be necessary. The
members of the Executive Committee who are not full-time employees of the
Corporation shall receive such compensation for their services as shall, from
time to time, be fixed by the Board.
SECTION 3. The Board of Directors, by resolution adopted by a majority
of the entire Board, may appoint a Compensation Committee consisting of three or
more directors who are not full-time employees of the Corporation. All
compensation paid or payable to officers of the Corporation shall be fixed by
the Compensation Committee.
SECTION 4. From time to time the Board of Directors, by resolution
adopted by a majority of the entire Board, may appoint any other committee or
6
<PAGE>9
committees, each consisting of three or more directors or officers, with
such powers as shall be specified in the resolution of appointment.
SECTION 5. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent member or members
at any meeting of such committee.
SECTION 6. Each committee shall serve at the pleasure of the Board of
Directors. The designation of any such committee and the delegation thereto of
authority shall not alone relieve any director of his or her duty to the
Corporation under the New York Business Corporation Law.
SECTION 7. No committee shall have authority as to the following matters:
(a) The submission to shareholders of any action that needs
shareholders' authorization under the New York Business Corporation Law;
(b) The filling of vacancies in the Board of Directors or in any
committee;
(c) The fixing of compensation of the directors for serving on
the Board of Directors or on any committee;
(d) The amendment or repeal of any By-law, or the adoption of any
new By-law; or
(e) The amendment or repeal of any resolution of the Board of
Directors which, by the terms of such resolution, shall not be so amendable or
repealable.
SECTION 8. Subject to any requirements of these By-laws, each committee
shall establish its own organization, fix its own rules of procedure and meet as
ordered by the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The executive officers of the Corporation shall be a Chairman
of the Board and Chief Executive Officer, a President and Chief Operating
Officer, one or more Senior Executive Vice Presidents, one or more Executive
Vice Presidents,
7
<PAGE>10
one or more Senior Vice Presidents, one or more other Vice Presidents, a
Controller, a Treasurer and a Secretary, all of whom shall be elected by the
Board of Directors. The Board of Directors may also elect, as an executive
officer of the Corporation, one or more Vice Chairmen of the Board. The Board of
Directors may appoint one or more Assistant Controllers, Assistant Treasurers or
Assistant Secretaries and such other officers as shall be deemed necessary, who
shall perform such duties as may, from time to time, be prescribed by the Board
of Directors. Any two or more offices may be held by the same person, except the
offices of President and Chief Operating Officer and Secretary, and no officer,
except the Chairman of the Board and Chief Executive Officer, the Vice Chairmen
of the Board and the President and Chief Operating Officer, need be a director.
All officers elected or appointed by the Board of Directors may
be removed at any time, with or without cause, by the affirmative vote of a
majority of the entire Board. All other officers, agents and employees shall
hold office at the discretion of the committee or of the officer appointing
them. The removal of an officer without cause shall be without prejudice to his
or her contract rights, if any. The election or appointment of an officer shall
not, of itself, create contract rights.
The Board of Directors may require any officer to give security
for the faithful performance of his or her duties.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
SECTION 2. The Chairman of the Board and Chief Executive Officer shall
be the chief executive officer of the Corporation and shall perform all duties
and hold all positions prescribed by these By-laws and shall perform all other
duties incidental to such office. He or she shall keep the Board of Directors
fully informed and shall freely consult with it concerning the business of the
Corporation. The Chairman of the Board and Chief Executive Officer shall have
full power and authority, unless otherwise ordered by the Board of Directors, in
behalf of the Corporation to attend, to act and to vote at all meetings of the
shareholders of any corporation in which the Corporation may hold stock. He or
she may delegate such power and authority to any proxy or proxies whom he or she
shall appoint.
VICE CHAIRMEN OF THE BOARD
SECTION 3. Vice Chairmen of the Board shall perform all duties and hold
all positions prescribed by these By-laws and shall have such other powers and
shall perform such other duties as may be assigned them by the Board. In case of
the absence or disability of the Chairman of the Board and Chief Executive
Officer, the
8
<PAGE>11
duties of the office of Chairman of the Board and Chief Executive Officer shall
be performed by a Vice Chairman of the Board, unless and until the Board of
Directors shall otherwise direct.
PRESIDENT AND CHIEF OPERATING OFFICER
SECTION 4. The President and Chief Operating Officer shall be the chief
operating officer of the Corporation, shall perform all duties and hold all
positions prescribed by these By-laws and shall have such other powers and shall
perform such other duties as may be assigned to him or her by the Board. In case
of the absence or disability of the Chairman of the Board and Chief Executive
Officer and the Vice Chairman of the Board, the duties of the office of Chairman
of the Board and Chief Executive Officer shall be performed by the President and
Chief Operating Officer, unless and until the Board of Directors shall otherwise
direct.
SENIOR EXECUTIVE VICE PRESIDENTS,
EXECUTIVE VICE PRESIDENTS,
SENIOR VICE PRESIDENTS
AND OTHER VICE PRESIDENTS
SECTION 5. Each Senior Executive Vice President, each Executive Vice
President, each Senior Vice President and each other Vice President shall have
such powers and shall perform such duties as may be assigned to him or her by
the Board of Directors. In case of the absence or disability of the President
and Chief Operating Officer, the duties of the office of the President and Chief
Operating Officer shall be performed by a Vice Chairman of the Board, a Senior
Executive Vice President or an Executive Vice President in the order or priority
established by the Chairman of the Board and Chief Executive Officer, unless and
until the Board of Directors shall otherwise direct.
CONTROLLER
SECTION 6. The Controller shall be the principal accounting officer of
the Corporation. He or she shall be responsible for the systems of financial
control, the maintenance of accounting records and the preparation of the
financial statements of the Corporation. He or she shall prepare and submit
regular reports to the Board of Directors when and as desired. He or she shall
perform all duties incident to the office of Controller and such additional
duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board and Chief Executive Officer, a Vice Chairman of the Board or the
President and Chief Operating Officer.
9
<PAGE>12
TREASURER
SECTION 7. The Treasurer shall have the custody of all the funds and
securities of the Corporation; and he or she may endorse on behalf of the
Corporation for collection all checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such banks or depositories
as the Board of Directors may designate. He or she may sign vouchers, receipts,
checks, drafts, notes and orders for the payment of money and may pay out and
dispose of the same under the direction of the Board of Directors, the Chairman
of the Board and Chief Executive Officer, a Vice Chairman of the Board or the
President and Chief Operating Officer. The Treasurer shall perform all the
duties incident to the office of Treasurer and shall perform such additional
duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board and Chief Executive Officer, a Vice Chairman of the Board or the
President and Chief Operating Officer. He or she shall give such security for
the faithful performance of his or her duties as the Board of Directors may
determine.
SECRETARY
SECTION 8. The Secretary shall keep the minutes of all meetings of the
Board of Directors, the minutes of all meetings of the shareholders, and the
minutes of the proceedings of all committees of which he or she shall act as
secretary, in books provided for such purpose. He or she shall have charge of
the certificate books, transfer books and stock ledgers and such other books and
papers as the Board of Directors may direct, all of which shall, at all
reasonable times during business hours, be open to the examination of any
director. The Secretary shall, in general, perform all duties incident to the
office of Secretary, subject to the control of the Board of Directors.
POWERS OF OFFICERS REGULATED
SECTION 9. The Board of Directors may, from time to time, extend or
restrict the powers and duties of any officer.
ARTICLE V
EXECUTION OF CONTRACTS
All contracts of the Corporation shall be executed on behalf of the
Corporation by the Chairman of the Board and Chief Executive Officer, a Vice
Chairman of the
10
<PAGE>13
Board, the President and Chief Operating Officer, a Senior Executive Vice
President, an Executive Vice President, a Senior Vice President, another Vice
President or such other person as may be authorized by the Board of Directors,
and, if required, the seal of the Corporation shall be thereto affixed and
attested by the Secretary or an Assistant Secretary.
ARTICLE VI
CAPITAL STOCK
SECTION 1. The certificates for shares of the capital stock of the
Corporation shall be in such form, in conformity with the Business Corporation
Law, as shall be approved by the Board of Directors. All stock certificates
shall be signed by the Chairman of the Board and Chief Executive Officer, a Vice
Chairman of the Board, the President and Chief Operating Officer, a Senior
Executive Vice President, an Executive Vice President, a Senior Vice President
or another Vice President, and also by the Secretary or the Treasurer, and
sealed with the seal of the Corporation or a facsimile thereof; provided,
however, that upon certificates countersigned by a transfer agent or registered
by a registrar, the signatures of such officers of the Corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate has ceased to be such officer before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if such person were such officer at the date of issuance of
such certificate.
SECTION 2. Shares of the capital stock of the Corporation shall be
transferable only on the books of the Corporation by the holder thereof in
person, or by his attorney, upon surrender and cancellation of certificates for
a like number of shares. The Board of Directors may, from time to time, make
proper provisions for the issuance of new certificates in place of lost or
destroyed certificates.
SECTION 3. The Board of Directors shall have power and authority to make
all such rules and regulations as may be deemed expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation; and the Board of Directors may appoint one or more transfer agents
and one or more registrars and may require all stock certificates to bear the
signatures of a transfer agent and of a registrar.
SECTION 4. For the purpose of determining the shareholders entitled to
receive payment of any dividend or the allotment of any rights, the Board of
Directors may fix, in advance, a date as the record date for such determination
of shareholders. Such date shall not be more than 50 days prior to the date of
any such payment or allotment.
11
<PAGE>14
SECTION 5. When any dividend is paid or any other distribution is made,
in whole or in part, from sources other than earned surplus, such dividend or
distribution shall be accompanied by a written notice (a) disclosing the amounts
by which such dividend or distribution affects stated capital, capital surplus
and earned surplus or (b) if such amounts are not determinable at the time of
such notice, disclosing the approximate effect of such dividend or distribution
upon stated capital, capital surplus and earned surplus and stating that such
amounts are not yet determinable.
ARTICLE VII
CORPORATE SEAL
The Board of Directors shall provide a suitable seal containing the name
of the Corporation and the year of incorporation, which seal shall be in the
charge of the Secretary.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall end on the Saturday closest to
the last day in January of each year.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
SECTION 1. The Corporation shall, to the fullest extent permitted by
applicable law, indemnify any person who is or was made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, whether
involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by, or in the
right of, the Corporation to procure a judgment in its favor and an action by or
in the right of any other corporation of any type or kind, domestic or foreign,
or any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Corporation is serving or
served in any capacity at the request of the Corporation, by reason of the fact
that he or she, his or her testator or intestate, is or was a director or
12
<PAGE>15
officer of the Corporation, or is serving or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, amounts paid in settlement, and
expenses (including attorneys' fees, costs and charges) incurred as a
result of such action or proceeding, or appeal therein; provided, however,
that no indemnification shall be provided to any such person who is a director
or officer of the Corporation if a judgment or other final adjudication
adverse to such director or officer establishes that (a)his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so adjudicated, or
(b) he or she personally gained in fact a financial profit or other advantage
to which he or she was not legally entitled.
SECTION 2. The Corporation may indemnify any person (including a person
entitled to indemnification pursuant to Section 1) to whom the Corporation is
permitted to provide indemnification or the advancement of expenses to the
fullest extent permitted by applicable law, whether pursuant to rights granted
pursuant to, or provided by, the New York Business Corporation Law or other
rights created by (a) a resolution of shareholders, (b) a resolution of
directors, or (c) an agreement providing for such indemnification, it being
expressly intended that this Article IX authorizes the creation of other rights
in any such manner.
SECTION 3. The Corporation shall, from time to time, reimburse or
advance to any person referred to in Section 1 the funds necessary for payment
of expenses incurred in connection with any action or proceeding referred to in
Section 1, upon receipt of a written undertaking by or on behalf of such person
to repay such amount(s) if a judgment or other final adjudication adverse to the
director or officer establishes that (a) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (b) he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
SECTION 4. Without limitation of any indemnification provided by Section
1, any director or officer of the Corporation serving (a) another corporation,
partnership, joint venture or trust of which 20 percent or more of the voting
power or residual economic interest is held, directly or indirectly, by the
Corporation, or (b) any employee benefit plan of the Corporation or any entity
referred to in clause (a), in any capacity shall be deemed to be doing so at the
request of the Corporation.
SECTION 5. Any person entitled to be indemnified or to the reimbursement
or advancement of expenses as a matter of right pursuant to this Article IX may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of
13
<PAGE>16
the event or events giving rise to the action or proceeding, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to Sections 1 or 3 of this Article IX or a
resolution authorized pursuant to Section 2 of this Article IX (a) is a contract
right pursuant to which the person entitled thereto may bring suit as if the
provisions hereof (or of any such resolution) were set forth in a separate
written contract between the Corporation and such person, (b) is intended to be
retroactive and shall, to the extent permitted by law, be available with respect
to events occurring prior to the adoption hereof, and (c) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto. The Corporation shall not be obligated under
this Article IX (including any resolution or agreement authorized by Section 2
of this Article IX) to make any payment hereunder (or under any such resolution
or agreement) to the extent the person seeking indemnification hereunder (or
under any such resolution or agreement) has actually received payment (under any
insurance policy, resolution, agreement or otherwise) of the amounts otherwise
indemnifiable hereunder (or under any such resolution or agreement).
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant to Sections 1 or 3 of this Article IX is not
paid in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled also to be paid
the expenses of prosecuting such claim. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or shareholders) to
have made a determination prior to the commencement of such action that
indemnification of, or reimbursement or advancement of expenses to, the claimant
is proper in the circumstances, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or shareholders)
that the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
ARTICLE X
AMENDMENTS
SECTION 1. These By-laws may be amended or repealed, and any new Bylaw
may be adopted, by vote of a majority of the entire Board of Directors at any
meeting, provided written notice of the proposed amendment or repeal, or new
Bylaw, shall have been given to each director personally or by mail at least
three days
14
<PAGE>17
before the meeting; but any By-law adopted by the Board of Directors may be
amended or repealed by the shareholders at any annual meeting or at any special
meeting, provided notice of the proposed amendment or repeal be included in the
notice of meeting.
SECTION 2. If any By-law regulating an impending election of directors
is adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors the By-law so adopted, amended or repealed, together with a concise
statement of the changes made.
15
<PAGE>1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
August 4, 1998
Venator Group, Inc.
233 Broadway
New York, NY 10279
Ladies and Gentlemen:
We have acted as special counsel to Venator Group, Inc., a New
York corporation (the "Company"), in connection with the Registration Statement
of the Company on Form S-8 (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act")
with respect to the common stock, par value $.01 per share (the "Common Stock"),
of the Company to be issued and sold pursuant to the Registration Statement
under the Venator Group 1998 Stock Option and Award Plan (the "Plan").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, (ii) the Certificate of
Incorporation of the Company, and amendments thereto, (iii) the By-laws of the
Company, as amended, (iv) certain resolutions, dated April 8, 1998, adopted by
the Board of Directors of the Company authorizing, among other things, the
issuance of Common Stock pursuant to the Registration Statement and the adoption
of the Plan, and such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
<PAGE>2
Venator Group, Inc.
August 4, 1998
Page 2
Members of this firm are admitted to the Bar of the State of
New York and we express no opinion as to the laws of any other jurisdiction,
except the federal laws of the United State of America to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock to be issued under the Plan have been duly
authorized, and, when issued in accordance with the terms and conditions of the
Plan (including due payment of the purchase price set forth in such Plan), will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
-2-
<PAGE>1
Board of Directors
Ventor Group, Inc.
We consent to the use of our report incorporated herein by reference.
New York, New York
August 28, 1998
/s/ KPMG Peat Marwick
---------------------
KPMG Peat Marwick LLP
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 23 day of July 1998.
Signature Title
/s/ J. Carter Bacot
- -------------------
J. Carter Bacot
Director
s8poa
<PAGE>2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 22 day of July 1998.
Signature Title
/s/ Purdy Crawford
- ------------------
Purdy Crawford
Director
s8poa
<PAGE>3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 22 day of July 1998.
Signature Title
/s/ Philip H. Geier Jr.
- ----------------------
Philip H. Geier Jr.
Director
s8poa
<PAGE>4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 23 day of July 1998.
Signature Title
/s/ Jarobin Gilbert Jr.
- -----------------------
Jarobin Gilbert Jr.
Director
s8poa
<PAGE>5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 23 day of July 1998.
Signature Title
/s/ Allan Z. Loren
- -------------------
Allan Z. Loren
Director
s8poa
<PAGE>6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 24 day of July 1998.
Signature Title
/s/ Margaret P. MacKimm
- -----------------------
Margaret P. MacKimm
Director
s8poa
<PAGE>7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 23 day of July 1998.
Signature Title
/s/ John J. Mackowski
- -----------------------
John J. Mackowski
Director
s8poa
<PAGE>8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 23 day of July 1998.
Signature Title
/s/ James E. Preston
- ---------------------
James E. Preston
Director
s8poa
<PAGE>9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Roger N. Farah, Dale W. Hilpert and Gary M.
Bahler, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group 1998 Stock Option and Award Plan and any and all
amendments (including post-effective amendments) to that Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 23 day of July 1998.
Signature Title
/s/ Christopher A. Sinclair
- ----------------------------
Christopher A. Sinclair
Director
s8poa
