SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or Rule 14a-12
VENATOR GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
GREENWAY PARTNERS, L.P.
GARY K. DUBERSTEIN
ANDREW P. HINES
ALFRED D. KINGSLEY
HOWARD STEIN
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
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applicable.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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July 13, 1999
<PAGE>
GREENWAY
PARTNERS
VOTE FOR THE GREENWAY NOMINEES ON THE GREEN PROXY CARD
ALSO, VOTE FOR PROPOSALS #3 (NAME CHANGE) AND #4 (END POISON PILL)
If you have any questions, please contact Garland Associates, Inc.
(212) 866-0095
July 12, 1999
Dear Fellow Shareholder:
The July 16 date of the annual meeting of Venator Group, Inc. (formerly
Woolworth Corporation) is fast approaching.
In our minds, shareholders at the Company face an interesting policy
question. Do you believe that the interests of all shareholders are best served
by having a large holder of shares serve on the Board of Directors of our public
company? We think the answer is yes. We believe that a large shareholder that
has the added incentive of protecting its major investment will be more vigilant
than other directors. In our opinion, such an investment provides the added
incentive to pay closer attention. And, if need be, to stand up to management to
try to stop them from making ill advised decisions.
Is such representation needed at all companies? Of course not. But, in
our opinion, where you have a company such as ours that has so under performed,
that is when such shareholder 'watchdogs' are required. As The Proxy Monitor
stated: "We believe that Greenway's considerable stake in the company would
serve to align their interests with those of public shareholders."(1)
We urge our fellow shareholders to join with us by signing and
returning the GREEN proxy card.
|X| Vote FOR our Nominees: Gary K. Duberstein, Andrew P. Hines, Alfred D.
Kingsley and Howard Stein.
|X| Vote FOR our Proposal #3 recommending that the Company change its name
BACK to Woolworth Corporation.
|X| Vote FOR our Proposal #4 recommending that the Company terminate its
poison pill rights plan and not introduce any new such plan without
the affirmative vote of the Company's shareholders.
If you previously voted on a management proxy card, you have every
legal right to change your vote. ONLY YOUR LATEST DATED PROXY CARD WILL COUNT.
While we seek your support for our Proposals, remember they are non-binding
advisory proposals. IN OUR MIND, THE MOST IMPORTANT VOTE IS THE ONE FOR ELECTION
TO THE BOARD. THAT IS THE VOTE WE MOST WANT FROM OUR FELLOW SHAREHOLDERS. We
hope we can count on you.
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(1) Permission to use this quotation has neither been sought nor received.
Greenway Partners, L.P. 277 Park Avenue New York, NY 10172
Tel.(212) 350-5100 Fax(212) 350-5253
