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)
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July 6, 1999
<PAGE>
GREENWAY
PARTNERS
VOTE GREEN
VOTE FOR THE GREENWAY NOMINEES ON THE GREEN PROXY CARD
ALSO, VOTE FOR PROPOSALS #3 (Name Change) and #4 (End Poison Pill)
June 30, 1999
Dear Fellow Shareholder:
Venator Group, Inc. (formerly Woolworth Corporation) sent out a letter
dated June 28, 1999 which, in our view, derides our concept of being "watchdogs"
on the Company's Board of Directors and claims there is no reason to have us as
"watchdogs" on the Board.
We beg to differ. As the beneficial owner of in excess of 19,000,000
shares (over 14%), the Greenway Group has grown increasingly alarmed over the
performance of the Company. Please consider our accompanying material that shows
what we believe to be disturbing facts about the Company's long term
performance. Also, enclosed is information about the new employment agreement
the Board has approved for Roger N. Farah, Chairman of the Board and Chief
Executive Officer, who signed the June 28, 1999 letter which states: "We see no
reason to have Greenway's four self-proclaimed `watchdogs' on your Board and
believe they would only prove disruptive."
WE SEEK A VOICE. NOT CONTROL.
As the largest shareholder it gives us no pleasure to be as concerned
as we are about the Company and our very significant investment in its shares.
Although the Company's June 28 letter notes the percentage increase in the stock
price in the five months from January 29, 1999 when it was $5-1/8, we are among
those who were deeply disturbed when the stock dropped down to that level and
then fell further to as low as $3-3/16 on February 18, 1999. We sincerely hope
that Mr. Farah and his management team are correct in stating as they did in
their June 28 letter that their business plan "has credibility" and "is
producing value".
We seek election to the Board to try and assure just that. If all the
members of our slate win, we would have only four out of eleven votes at a Board
meeting. In other words, we would not have control. We would have but a voice. A
chance to question and to be vigilant on behalf of all shareholders. That is all
we ask. Far from being disruptive, we plan to be constructive--to help our
investment and yours.
Greenway Partners, L.P. 277 Park Avenue New York, NY 10172
Tel.(212) 350-5100 Fax(212) 350-5253
#764247 v1.
<PAGE>
OVER 19,000,000 REASONS TO WORK HARDER
No doubt, management's nominees have very fine backgrounds. We just
think we have over 19,000,000 additional reasons to work harder at being
directors. Ultimately, of course, that decision is up to our fellow
shareholders.
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.
Very truly yours,
GREENWAY PARTNERS, L.P
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If you have any questions about executing your proxy or
require assistance, please contact:
GARLAND ASSOCIATES, INC.
Call: (212) 866-0095
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