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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[ ] 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.
ALFRED D. KINGSLEY
GARY K. DUBERSTEIN
ANDREW P. HINES
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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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(3) Per unit price or other underlying value of transaction computed
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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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: 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.
(1) Amount Previously Paid: Not applicable.
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(4) Date Filed: Not applicable.
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April 30, 1999
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PRELIMINARY COPY
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PROXY STATEMENT
OF GREENWAY PARTNERS, L.P.
IN CONNECTION WITH THE
1999 ANNUAL MEETING OF SHAREHOLDERS
OF VENATOR GROUP, INC.
This Proxy Statement is being furnished to shareholders of
Venator Group, Inc. (the "Company") in connection with a solicitation by
Greenway Partners, L.P. ("Greenway") and the other participants described below
under "Certain Information Concerning Greenway and the other Participants in the
Solicitation." Greenway and its affiliates ("we" or the "Greenway Group")
collectively constitute the Company's largest holders of shares of common stock,
par value $.01 per share ("Common Stock"). The Greenway Group owns, in the
aggregate, 14.4% of the Company's outstanding shares of Common Stock. This Proxy
Statement is for use at the 1999 Annual Meeting of Shareholders of the Company
and at any adjournments thereof (the "1999 Annual Meeting"). According to
Section 2 of Article I of the Company's By-Laws (the "By-laws"), an annual
meeting of shareholders shall be held on such date as may be determined by the
Company's Board of Directors (the "Board"). The Company has announced that the
1999 Annual Meeting will be held on June 10, 1999 in New York City but, to
Greenway's knowledge, has not yet announced the exact place of, or the record
date for shareholders entitled to vote at, the 1999 Annual Meeting. Greenway
expects that the Company will provide such information in due course. Only
shareholders of record at the close of business on the record date will be
entitled to notice of and to vote at the 1999 Annual Meeting.
NO PROXY CARD FOR USE AT THE 1999 ANNUAL MEETING IS INCLUDED
WITH THIS PROXY STATEMENT BUT ONE WILL BE PROVIDED BY GREENWAY AFTER THE COMPANY
NOTIFIES SHAREHOLDERS OF THE RECORD DATE AND MATTERS TO BE VOTED UPON AT THE
1999 ANNUAL MEETING OR AT AN EARLIER DATE IF GREENWAY DEEMS IT APPROPRIATE. ANY
PROXY CARD SO DISTRIBUTED BY GREENWAY WILL BE ACCOMPANIED OR PRECEDED BY A
REVISED PROXY STATEMENT SETTING FORTH THE DATE, TIME AND EXACT LOCATION OF THE
1999 ANNUAL MEETING AS ANNOUNCED BY THE COMPANY. Any shareholder who executes
and delivers such Proxy will have the right to revoke it at any time before it
is exercised, by filing with Greenway at 277 Park Avenue, New York, New York
10172 or with the Secretary of the Company at its principal executive offices at
233 Broadway, New York, New York 10279, an instrument revoking it or a duly
executed proxy bearing a later date, or, by appearing in person and voting at
the 1999 Annual Meeting.
This Proxy Statement is first being sent or given to one or
more shareholders on or about April [ ], 1999. The Company has reported in the
proxy statement relating to the Annual Meeting of Shareholders held on June 11,
1998 (the "1998 Annual Meeting") that, as of April 23, 1998, the record date for
NY2:\395404\06\8h3g06!.DOC\56392.0003
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such meeting, the Company's outstanding voting securities consisted of
135,251,929 shares of Common Stock. According to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended October 31, 1998, there were
135,614,566 shares of Common Stock outstanding on November 27, 1998 and, unless
otherwise indicated, references herein to the percentage of outstanding shares
of Common Stock owned by any person were computed based upon such number of
outstanding shares. Each share of Common Stock is entitled to one vote.
The Proxy Statement and a form of proxy will be delivered to
holders of at least the percentage of the Company's Common Stock required under
applicable law to carry the Proposals (as hereinafter defined). See "Vote
Required."
THE PROPOSALS
As more fully discussed below, Greenway is soliciting proxies
in connection with the 1999 Annual Meeting (i) for the election of Alfred D.
Kingsley, Gary K. Duberstein, Andrew P. Hines and Howard Stein (collectively,
the "Greenway Nominees") as directors of the Company, (ii) in favor of a
proposal recommending that the Company change its name back to Woolworth
Corporation (the "Woolworth Proposal"), and (iii) in favor of a proposal
recommending that the board of directors of the Company redeem the rights
distributed under the Rights Agreement dated as of March 11, 1998, terminate
such Rights Agreement and not adopt any new rights agreement unless approved by
the affirmative vote of the holders of a majority of the outstanding Shares (the
"Poison Pill Termination Proposal"). The proposed election of the Greenway
Nominees, the Woolworth Proposal and Poison Pill Termination Proposal are
referred to herein collectively as the "Proposals."
PROPOSAL FOR ELECTION OF DIRECTORS
Greenway is soliciting the proxies of shareholders for the
election of the Greenway Nominees as directors of the Company at the 1999 Annual
Meeting, to serve until their successors are duly elected and qualified.
On March 25, 1999, Greenway provided written notice to the
Company of its intent to nominate the Greenway Nominees for election to the
Board. Such notice was provided pursuant to Section 2 of Article II of the
Company's By-laws which sets forth certain requirements for shareholders
intending to nominate candidates for election to the Board, including, in
general, the requirement that a notice containing specified information be
submitted to the Company at least 75 days prior to any meeting of shareholders
called for the purpose of electing directors. For information concerning the
Greenway Nominees, see "The Greenway Nominees" below.
In accordance with the Company's Certificate of Incorporation
and By-laws and the New York Business Corporation Law, the Company's Board of
Directors is to consist of not less than nine nor more than seventeen directors,
as may be determined by resolution adopted by a majority of the entire Board.
The directors are to be divided into three classes as nearly equal in number as
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possible. At each annual meeting of shareholders, members of one of the classes,
on a rotating basis, are elected for a three-year term. Based on information
contained in reports filed by the Company with the Securities and Exchange
Commission, the Board is currently comprised of eleven directors, four of whom
have terms that expire in 1999, and according to the Company's Proxy Statement
for the 1998 Annual Meeting of Shareholders, four directors are to be elected at
the 1999 Annual Meeting. The Greenway Nominees, if elected, would serve for the
term expiring in 2002. If any additional directorships are to be voted upon at
the 1999 Annual Meeting, Greenway reserves the right to nominate additional
persons to fill such positions.
If the Greenway Nominees are elected and take office as
directors, they intend to discharge their duties as directors of the Company in
compliance with all applicable legal requirements, including the general
fiduciary obligations imposed upon corporate directors.
The Greenway Nominees
Each of the Greenway Nominees has consented to serve as a
director if elected. There are no arrangements or understandings between any
such nominee and any other person pursuant to which he was selected as a
Greenway Nominee, except that Greenway has agreed to indemnify Messrs. Hines and
Stein against certain potential liabilities that could arise out of or result
from serving as Greenway Nominees. The information below concerning age,
principal occupation, directorships and beneficial ownership of Common Stock has
been furnished by the respective Greenway Nominees.
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<TABLE>
<CAPTION>
Present Principal Occupation and Number of Shares
Name, Business Principal Occupations During Last Five of Common Stock Percent of
Address and Age (5) Years; Directorships Owned Common Stock
- --------------- ------------------------ ----- ------------
<S> <C> <C> <C>
Alfred D. Kingsley Senior Managing Director of Greenway 19,529,022(1) 14.4%
c/o Greenway Partners, (an investment partnership) since
L.P. March 1993; director of Outboard
277 Park Avenue Marine Corporation (a manufacturer of
New York, New York outboard marine engines and boats)
10172 since September 1997. Mr. Kingsley is
Age 56. also a Director of ACF Industries,
Incorporated (a manufacturer and lessor of
rail cars).
Gary K. Duberstein Managing Director of Greenway since 18,987,222(1) 14.0%
c/o Greenway Partners, March 1993; director of Outboard
L.P. Marine Corporation since September
277 Park Avenue 1997.
New York, New York
10172
Age 44.
Andrew P. Hines Executive Vice President, Chief 590 *
c/o Outboard Marine Corporation Financial Officer and a Director of
100 Sea Horse Drive Outboard Marine Corporation since
Waukegan, IL 60085 October 1997; Chief Financial Officer,
Age 59. Wise Foods, Inc., May 1997 to
September 1997; Senior Vice President
and Chief Financial Officer of
Woolworth Corporation from 1994 until
April 1997.
Howard Stein Mr. Stein was Chairman and Chief 120,000(2) *
c/o Greenway Partners, Executive Officer of the Dreyfus
L.P. Corporation from 1970 until August
277 Park Avenue 1996. Former Director, Mellon Bank
New York, New York Corporation.
10172
Age 72.
</TABLE>
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(1) Includes 18,987,222 shares of Common Stock beneficially owned by
Greenway and its affiliates (as described in "Certain Information Concerning
Greenway and the Other Participants in the Solicitation" below), representing
approximately 14.0% of the outstanding shares of Common Stock. 541,800 of the
shares of Common Stock beneficially owned by Mr. Kingsley are directly
beneficially owned by him.
(2) Mr. Stein has an account managed by Greenbelt Corp. ("Greenbelt"),
an affiliate of Messrs. Kingsley and Duberstein, which account contains, among
other securities, 1,154,000 shares of Common Stock, representing less than 1% of
the outstanding shares of Common Stock. Greenbelt also manages accounts for
family members and employees of Mr. Stein that contain 846,000 shares of Common
Stock, representing less than 1% of the outstanding shares of Common Stock. Mr.
Stein disclaims beneficial ownership of all shares of Common Stock held in
accounts managed by Greenbelt. Mr. Stein also is a limited partner of Greenway.
Mr. Stein disclaims beneficial ownership of shares of Common Stock beneficially
owned by Greenway. Mr. Stein is the direct beneficial owner of 120,000 shares of
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Common Stock, representing less than 1% of the outstanding shares of Common
Stock. Greenway and its affiliates disclaim beneficial ownership of such shares.
* Less than one percent.
All transactions in securities of the Company engaged in by
any proposed Greenway Nominee herein during the past two years are summarized on
Appendix A.
Reasons for Nomination of the Greenway Nominees
The Greenway Group has been a long term and active shareholder
of the Company. We began purchasing shares of the Company's Common Stock during
1994, our first year of investing at Greenway, and have purchased substantial
numbers of shares of Common Stock in each subsequent year. We believe that our
ownership of approximately 20,000,000 shares makes us the Company's largest
shareholder. Our investment in the Company represents one of the largest
commitments of capital in our portfolio. Consequently, the successful management
of the Company is of the utmost importance to us. Indeed, as many of our fellow
shareholders know, we have followed the Company closely and have put forth
shareholder proposals at the Company's Annual Meetings in 1996, 1997 and 1998.
Although the Greenway Group continues to believe that there is
great value in the Company, we are growing concerned about the apparent
inability of the management of the Company to have such value reflected in the
stock market price. The closing price of a share of Common Stock of the Company
was $20 3/8 on December 31, 1997, $19 13/16 on June 11, 1998 (the day of the
1998 Annual Meeting) and $6 1/2 on December 31, 1998. During the past 52 weeks,
the price of a Share has been as high as $24 13/16 (on April 22, 1998) and as
low as $3 3/16 (on February 18, 1998). Today's closing price of $9 11/16 per
share (on April 30, 1999) means the Shares have lost over 58% of their value
from their 52-week high. According to the 1998 "Shareholder Scorecard", covering
1,000 major U.S. Companies compiled by The Wall Street Journal in its issue
dated February 25, 1999, the Company's Shares ranked as the seventh worst
performing stock over a one-year period, and the second worst performing stock
over a five-year period, based on total return to shareholders.
In the March 10, 1999 press release issued by the Company
reporting on results for the fourth quarter and year ended January 30, 1999, the
Company's Chairman of the Board and Chief Executive Officer states: "We are
disappointed in the Company's 1998 financial results...." So are we. Our
disappointment in the results and in the performance of the stock price has led
us to seek representation on the board of directors so that we may have a better
understanding of the problems facing our Company and, most importantly--a voice
in solving them. Given our large equity stake in the Company, we intend to be
extremely vigilant as directors. If elected, we will seek to protect the value
of both our nearly 20,000,000 shares and the value of everyone else's shares.
Greenway believes that the success of any company is highly
dependent on the performance of its top executive officers. The selection of
these individuals is one of the most important responsibilities of any Board of
Directors. Roger N. Farah is the Chairman of the Board and Chief Executive
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Officer of the Company. According to publicly filed documents, Mr. Farah has an
employment agreement with the Company pursuant to which he receives a base
salary of $1,500,000 and participates in various bonus plans. The term of Mr.
Farah's contract began in December 1994 and ends on January 31, 2000. Dale W.
Hilpert is the President and Chief Operating Officer of the Company. According
to publicly filed documents, Mr. Hilpert has an employment agreement with the
Company pursuant to which he receives a base salary of not less than $825,000
and participates in various bonus plans. The term of Mr. Hilpert's contract
began on May 1, 1997 and terminates on April 30, 2000. The terms of the
employment agreements of each of Messrs. Farah and Hilpert should be summarized
in either the Annual Report on Form 10-K for the fiscal year ended January 31,
1999 or proxy statement for the 1999 Annual Meeting to be filed by the Company
with the Securities and Exchange Commission and the full contracts should be
filed as an exhibit to such Form 10-K (or incorporated therein by reference).
IF ELECTED, THE GREENWAY NOMINEES INTEND TO URGE THE BOARD OF
DIRECTORS TO UNDERTAKE A SERIOUS REVIEW OF THE PERFORMANCE OF EACH OF MESSRS.
FARAH AND HILPERT. GIVEN THE PERFORMANCE OF THE COMPANY, WE BELIEVE THE BURDEN
WILL BE ON EACH OF MESSRS. FARAH AND HILPERT TO DEMONSTRATE WHY THEIR RESPECTIVE
CONTRACTS SHOULD BE RENEWED.
By running our own slate of nominees, we believe we are giving
shareholders a choice. If you are satisfied with the performance of the Company
and its stock price, no doubt, you will reelect management's nominees. But, if
you--like us--are not satisfied and if you believe that the Company would
benefit by having nominees selected by the Company's largest shareholders serve
on the Board, we urge you to support the Greenway Nominees.
WOOLWORTH PROPOSAL
Greenway proposes, for the reasons stated below, the adoption
by the shareholders of the following resolution (the "Woolworth Proposal").
RESOLVED, that it is hereby recommended that the
Company change its name from Venator Group, Inc. back to Woolworth
Corporation.
As you may recall in a letter to our fellow investors last
year, we noted that Shakespeare once asked: `What's in a name?' before
concluding that a rose by any other name would smell as sweet. With some whimsy,
we penned an "Ode to Venator" in iambic pentameter and pictured the Bard as
joining with those who cannot abide the smell of the name Venator Group, Inc. As
noted above, on the day of the 1998 Annual Meeting--the last day when our
Company was called Woolworth--its share price was $19 13/16. As of today's close
(April 30, 1999), the share price of Venator was $9 11/16, a drop of over 51%.
As the Company's largest shareholder, we find nothing even remotely whimsical
about such a precipitous price drop. We do not, of course, attribute the entire
decline to the unfortunate name change. But still, one can ask `What's in a
name?'
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Indeed, a board of directors of another multi-billion
corporation posed that question in 1987. United Airlines had just changed its
name to Allegis in a move apparently spearheaded by its chairman. Allegis was
explained initially by that company as a combination of the words allegiance and
aegis. But a well known investor called the name "better suited to the next
world-class disease". In any event, after the resignation of that company's
chairman, its board of directors opted to return to its well known name as
United Airlines, despite having spent, according to published reports, $7.3
million for the name change and using the name Allegis for only six weeks.
The name Woolworth first appeared on stores on Main Streets
well over one hundred years ago, and is well known not only in the United States
but in countries around much of the world. The name so well known on Main
Streets found its way to Wall Street on 1912, when Frank Winfield Woolworth
joined his stores with those of five other partners and sold the first publicly
offered shares of F.W. Woolworth Company. With the widespread recognition that
comes from some 86 years of use on the trading floor, we continue to think it
was unwise for the Company to change its corporate name to Venator--a name with
a meaning known by virtually no one. To us, the whole name issue has raised a
deeper concern. Our company is engaged in the retailing business where marketing
decisions are key. Naming the Company is, in our opinion, a marketing issue. If
the Company will give up a well known name like Woolworth in favor of Venator,
we are concerned about other marketing decisions it may be making. In other
words, management's decision to support dropping the corporate name Woolworth in
favor of Venator was a contributing factor in our decision to seek board
representation.
After almost a full year of operation under its new name,
Greenway believes that there is still no name recognition among the general
public of Venator, and thus diminished interest in its stock. We feel that
changing the Company's name back to Woolworth Corporation will instantly
re-create the name recognition management has squandered. While it may be
difficult to document empirically, we believe a name as well known as Woolworth
has value, which we believe will be reflected in an increased stock price.
* * *
WE URGE SHAREHOLDERS TO VOTE FOR OUR PROPOSAL RECOMMENDING
THAT THE COMPANY CHANGE ITS NAME BACK TO WOOLWORTH CORPORATION. IF OUR NOMINEES
ARE ELECTED TO THE BOARD OF DIRECTORS, THEY INTEND TO SUPPORT CHANGING OUR
COMPANY'S NAME BACK TO WOOLWORTH CORPORATION.
POISON PILL TERMINATION PROPOSAL
Greenway proposes, for the reasons stated below, the adoption
by the shareholders of the following resolution (the "Poison Pill Termination
Proposal"):
RESOLVED, that it is hereby recommended that the
Board of Directors redeem the rights distributed under the Rights
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Agreement dated as of March 11, 1998, terminate such Rights Agreement,
and that any new Rights Agreement shall not be adopted unless approved
by the affirmative vote of the holders of a majority of the outstanding
shares of the Company.
At the 1998 Annual Meeting, a shareholder proposal similar to
the Poison Pill Termination Proposal (the "1998 Poison Pill Termination
Proposal") was approved by the holders of approximately 81% of the shares of
Common Stock present and voting on the matter. Notwithstanding this overwhelming
vote, the Board of Directors did not follow such recommendation. The 1998 Poison
Pill Termination Proposal, proposed by the Southern Regional Joint Board of the
Union of Needletracks, Industrial and Textile Employees, requested that the
Preferred Share Purchase Rights be allowed to expire by their terms in 1998, and
that the Board of Directors not adopt a new Rights Plan without the approval of
a majority of outstanding shares at a meeting of the shareholders. Despite
having notice of the 1998 Poison Pill Termination Proposal, the Board of
Directors adopted a new Rights Agreement dated as of March 11, 1998 (the
"Renewed Rights Agreement") prior to the 1998 Annual Meeting, a clear example of
the Board's insensitivity to the wishes of the shareholders, and their
willingness to take affirmative steps to keep themselves entrenched in their
current positions.
Approximately 81% of the votes cast at the 1998 Annual Meeting
were in favor of the 1998 Poison Pill Termination Proposal, yet the Board has
not rescinded the outstanding rights and the Renewed Rights Agreement remains in
place. According to a 1999 report issued by the Investor Responsibility Research
Center ("IRRC"). The IRRC has tracked 2,080 companies, including approximately
1,900 U.S. companies, with poison pills, and has recorded the outcome of 260
anti-pill shareholder resolutions since 1987. Such report indicates that the
shareholder vote on the 1998 Poison Pill Termination Proposal was one of the
highest tallies ever recorded on an anti-pill resolution opposed by management.
A clear message must be delivered to the Board that the shareholders are
displeased with the Board's blatant disregard of our wishes, and that we want to
control the destiny of the Company.
The Renewed Rights Agreement would cause substantial dilution
to a person or group that attempts to acquire the Company on terms not approved
by the Company's Board of Directors. Greenway believes that these devices, often
called "poison pills", serve to insulate management from direct shareholder
accountability. Indeed, the Company's actions in instituting the Renewed Rights
Agreement while aware of the 1998 Poison Pill Termination Proposal and, then,
not responding to an overwhelming vote of its shareholders in favor of such
proposal, evidences, in Greenway's opinion, management's blatant disregard of
the shareholders' wishes and judgments concerning their own best interests. This
resolution merely asks that when the Company seeks to "protect" its shareholders
through a "rights plan" that it first asks its shareholders' opinion.
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Certain Advantages and Disadvantages
of the Poison Pill Termination Proposal
The Poison Pill Termination Proposal is non-binding on the
Company's Board of Directors; and, even if it is adopted by the shareholders, as
was the case with respect to the 1998 Poison Pill Termination Proposal, the
Board would have no obligation to take any action. Even if the Board were to
follow the recommendations contained in the Poison Pill Termination Proposal by
terminating the Renewed Rights Agreement and not adopting a new rights agreement
without shareholder approval, the Board could subsequently seek shareholder
approval for a new rights agreement when faced with an uninvited offer to
acquire the Company (or even in the absence of such an offer) by calling a
special meeting of shareholders for this purpose. The Company would simply incur
the modest expenses of calling such a meeting and soliciting shareholder votes.
The Company's Certificate of Incorporation (the "Certificate")
and New York Business Corporation Law (the "NYBCL") provide significant
impediments to many forms of unsolicited offers for the Company. The Certificate
provides that: (i) Directors serve staggered terms, preventing any insurgent
shareholder or group of shareholders from gaining a majority of the seats on the
Board in a single year; (ii) certain transactions, including mergers with a
beneficial owner of more than 5% of the Company's Voting Stock (as defined in
the Certificate), are in most cases subject to approval by a majority of
disinterested shareholders; and (iii) the Company has authorized for issuance a
"blank check" preferred stock that can be used to dilute the ownership or voting
power of an acquiror not approved by the Board. The NYBCL provides: (i)
significant limitations on business combinations with a beneficial owner of 20%
of a corporation's stock (an "Interested Shareholder") that has not been
approved by the Board or, in the case of a person that has been an Interested
Shareholder for five years or more, by disinterested shareholders; (ii)
limitations on the payment of "greenmail" to owners of 10% or more of a
company's stock who have held such stock for less than two years; and (iii) that
directors may consider certain corporate constituencies other than shareholders
in taking action that may relate to a change of control.
It has been established under New York law that a board of
directors may generally adopt a rights plan without shareholder approval and,
since the 1980's, many companies have in fact put rights plans in place without
shareholder approval. Poison pills are considered extremely potent corporate
takeover defense mechanisms, and the Company's existing poison pill may, in some
respects, be aligned with shareholder interests. Commentators and corporate
governance experts disagree on the propriety and utility of poison pills, and it
is possible that, should the Company's Board follow the recommendations
contained in the Poison Pill Termination Proposal, the Board's ability to adopt
a poison pill to fend off hostile takeovers may be impeded due to the procedural
constraints on the adoption of rights plans imposed by the Poison Pill
Termination Proposal. Proponents of poison pills assert that rights plans enable
the board to respond in an orderly manner to unsolicited bids by providing
sufficient time to carefully evaluate the fairness of an unsolicited offer and
the credibility of the bidder, and thereby giving the board the flexibility to
explore alternative strategies for maximizing shareholder value. Studies have
been reported that support these positions, including studies cited by the IRRC
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of investment banking firm J.P. Morgan Securities, proxy solicitor Georgeson,
and professors Comment and Schwert, each of which concluded that poison pills
are associated with higher premiums to selling shareholders in takeovers. It has
been argued that poison pills deter abusive takeover tactics. They also assert
that rights plans provide incentives for a potential acquiror to negotiate in
good faith with the board, and that such negotiations are likely to maximize
value for shareholders by soliciting the highest possible price from the bidder.
If the Board implemented the Poison Pill Termination Proposal,
the Company could subsequently receive an acquisition offer while there is no
rights plan in place. A tender offer made to the Company's shareholders could be
consummated after as few as 20 business days. To adopt such a new rights plan as
a defensive measure under this proposal, the Board would be faced with the
procedural necessity of calling a special meeting of shareholders to approve the
rights plan. Under the Company's By-laws, the Board would establish a record
date of shareholders entitled to vote at such meeting, and the Company would be
required to provide such shareholders with at least ten days' prior written
notice of the meeting. As a result, to adopt a new poison pill, the Company
could have as few as ten days to act. The presence of holders of a majority of
the shares entitled to vote at the special meeting would be needed to establish
a quorum, and the affirmative vote of the holders of a majority of the shares
present at such meeting would be necessary to adopt the rights plan. Of course,
the Poison Pill Termination Proposal is non-binding, both now and in the future.
Accordingly, even if the Board adopted the proposal and eliminated the Company's
poison pill at this time, it would not be required to follow such proposal in
the future and could therefore adopt a new poison pill without shareholder
approval.
In recent years, shareholders have, with increased frequency,
taken steps to oppose the unilateral adoption of rights plans by management.
According to a 1998 report by the IRRC, shareholder proponents submitted 23
anti-pill proposals to 22 companies in 1998 (including Woolworth) and, according
to a 1999 report by the IRRC, 35 anti-pill proposals have been submitted for
1999. According to the 1998 report of the IRRC, in 1997, proposals to redeem or
permit shareholder voting on poison pills were passed at thirteen companies,
including Bausch & Lomb, CSX, Columbia/HCA Healthcare, Consolidated Natural Gas,
Digital Equipment, Fleming, Fluor, Lukens, Mallinckrodt, PLM International,
SuperValu, Talley Industries and Wellman. According to the 1999 report, in 1998,
proposals to redeem or permit shareholder voting on poison pills were passed at
nine companies, including Avondale Industries, CSX, Consolidated Natural Gas,
GRC International, Jostens and Quaker Oats as well as the Company. Shareholders
have opposed poison pills on the grounds that poison pills force potential
investors to negotiate potential acquisitions with management, instead of making
their offer directly to the shareholders. Shareholder proponents further assert
that poison pills can pose such an obstacle to a takeover that management
becomes entrenched. Greenway believes that such entrenchment and the
consequential lack of accountability may adversely affect shareholder value.
Greenway believes that it is essential to prevent such
entrenchment and that shareholders be given an opportunity to determine whether
a poison pill is the best and most appropriate mechanism for defending the
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Company against hostile bids. Poison pills insulate management from the threat
of a change of control. They provide a target's board with veto power over
takeover bids, even when shareholders believe that such bids are in their best
interests. Greenway believes that a management group that is responsive to its
shareholders and, accordingly, is seeking to foster corporate growth and
shareholder value may be the most effective tool in fighting off abusive
takeover bids. Although since the initial adoption of poison pills in the 1980's
there have been several studies of poison pills, there is a lack of consensus
that rights plans are effective in obtaining maximum value for shareholders.
Greenway believes that the Board's unilateral adoption of the Renewed Rights
Agreement is a further demonstration of its unwillingness to be responsive to
its shareholders. The shareholders, as the owners of the Company, should have
the right to consider whether a rights plan is appropriate for this Company and
the adoption of the Poison Pill Termination Proposal would send a message to the
Board that the shareholders oppose their unilateral adoption of the Renewed
Rights Agreement.
* * *
GREENWAY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE POISON PILL TERMINATION PROPOSAL. IF OUR NOMINEES ARE ELECTED
THEY INTEND TO SUPPORT A REDEMPTION OF RIGHTS DISTRIBUTED UNDER, AND A
TERMINATION OF, THE RIGHTS AGREEMENT TOGETHER WITH A PROHIBITION ON THE ADOPTION
OF A NEW RIGHTS AGREEMENT WITHOUT SHAREHOLDER APPROVAL.
NATURE OF PROPOSALS
As stated above, both the Poison Pill Termination Proposal and
the Woolworth Proposal are non-binding recommendations; even if the shareholders
adopt these proposals, the Company's Board of Directors would not be required to
take the recommended actions.
VOTE REQUIRED
The proposed election of directors requires the affirmative
vote of a plurality of the stock of the Company having voting power present in
person or represented by proxy and entitled to vote thereon at the Annual
Meeting. Votes that are withheld for director nominees and broker non-votes will
be disregarded and will not affect the outcome of the election.
Approval of each of the Poison Pill Termination Proposal and
the Woolworth Proposal requires the affirmative vote of a majority of the votes
of the voting securities of the Company present in person or represented by
proxy and entitled to vote thereon at the Annual Meeting. Votes that are
withheld will have the effect of votes against these proposals, while broker
non-votes will not affect the outcome.
11
<PAGE>
CERTAIN INFORMATION CONCERNING GREENWAY
AND THE OTHER PARTICIPANTS IN THE SOLICITATION
Information concerning Greenway, Alfred D. Kingsley and Gary
K. Duberstein, Andrew P. Hines and Howard Stein, who are each "participants in
the solicitation" as defined in the proxy rules promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
and their affiliates and associates, is set forth on Appendix A hereto.
Greenway, Kingsley, Duberstein, Hines and Stein and each of
their affiliates and associates, intend to vote their shares of the Company's
Common Stock in accordance with the recommendations of Greenway set forth
herein.
CERTAIN INTERESTS IN THE PROPOSALS AND
WITH RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of the Greenway Group, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among Greenway, any other member of the Greenway Group or their respective
associates or controlling persons or between Greenway or any of the foregoing
persons with respect to any securities of the Company except as follows: As
described in Appendix A hereto, the respective partnership agreements of
Greenway and Greentree Partners, L.P. ("Greentree"), an affiliate of Greenway,
each contains provisions whereby its general partners (i.e., Greenhouse
Partners, L.P. and Greenhut, L.L.C. in the case of Greenway and Greentree,
respectively, each affiliates of Greenway) will receive annually a certain
percentage of realized and unrealized profits, if any, derived from the
partnership's investments. The agreements governing Greensea Offshore, L.P.
("Greensea"), an affiliate of Greenway, provide that Greenhut Overseas, L.L.C.,
an affiliate of Greenway that acts as its investment general partner, will
receive annually a certain percentage of realized and unrealized profits, if
any, derived from Greensea's investments. Greenbelt Corp., an affiliate of
Greenway, also receives annually a certain percentage of realized and unrealized
profits, if any, resulting from the investments in each of its managed accounts.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table presents, as of April 9, 1998, based
solely on information contained in the Company's proxy statement in connection
with its 1998 Annual Meeting, the Common Stock beneficially owned (as that term
is defined by the Securities and Exchange Commission) by all directors, nominees
and named executive officers of the Company, and the directors, nominees and
executive officers of the Company as a group. This beneficially owned Common
Stock includes shares of Common Stock which they had a right to acquire within
60 days of such date by the exercise of options granted under the Company's
stock option plans.
Except as otherwise noted in a footnote below, each director,
nominee and executive officer has sole voting and investment power with respect
to the number of shares of Common Stock set forth opposite his or her name in
the table.
12
<PAGE>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP
------------------------ --------------------
J. Carter Bacot..............................................3,361
M. Jeffrey Branman..........................................80,079(a)
Purdy Crawford..............................................10,732
John E. DeWolf III..........................................30,000(b)
Roger N. Farah.............................................987,916(c)
Philip H. Geier Jr...........................................4,732
Jarobin Gilbert Jr.............................................879
John F. Gillespie...........................................30,079(d)
Dale W. Hilpert............................................406,732(e)
Allan Z. Loren.................................................100
Margaret P. MacKimm..........................................4,861
John J. Mackowski............................................4,726
James E. Preston............................................10,656(f)
Christopher A. Sinclair......................................2,832
All 18 directors, nominees and
executive officers as a group,
including the named executive
officers ..............................................1,743,290(g)
- --------------------
(a) Includes 75,000 shares of Common Stock that may be acquired by the exercise
of stock options and 79 shares of Common Stock held in the Company's 401(k)
Plan.
(b) Represents shares of Common Stock that may be acquired by the exercise of
stock options.
(c) Includes 800,000 shares of Common Stock that may be acquired by the
exercise of stock options and 66 shares of Common Stock held in the
Company's 401(k) Plan.
(d) Includes 30,000 shares of Common Stock that may be acquired by the exercise
of stock options and 79 shares of Common Stock held in the Company's 401(k)
Plan.
(e) Includes 399,999 shares of Common Stock that may be acquired by the
exercise of stock options and 510 shares of Common Stock held in the
Company's 401(k) Plan.
(f) Excludes 50 shares of Common Stock owned by Mr. Preston's stepchildren,
with respect to which Mr. Preston disclaims beneficial ownership.
13
<PAGE>
(g) This figure represents approximately 1.29 percent of the shares of Common
Stock outstanding at the close of business on April 9, 1998. It includes
all of the shares referred to in footnotes (a) through (f) above, a total
of 154,997 shares of Common Stock that may be acquired within 60 days after
April 9, 1998 by three executive officers of the Company (excluding the
named executive officers) by the exercise of stock options, and 653 shares
of Common Stock held by three executive officers (excluding the named
executive officers) in the Company's 401(k) Plan.
14
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of April 9, 1998, based
solely, except as otherwise described herein, on information contained in the
Company's proxy statement for the 1998 Annual Meeting, the number and percentage
of outstanding shares of Common Stock beneficially owned by each person known to
Greenway as of such date to be the beneficial owner of more than five percent of
the outstanding shares of Common Stock. The information with respect to the
Greenway Group has been provided by the members thereof as of April 29, 1999.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER (a) BENEFICIAL OWNERSHIP OF CLASS
- ----------------------- -------------------- --------
Greenway Partners, L.P., 19,529,022 (b) 14.4%
Greentree Partners, L.P.
Greenhut, L.L.C.,
Greenbelt Corp.,
Greenhouse Partners, L.P.,
Greenhut Overseas, L.L.C.,
Alfred D. Kingsley,
and Gary K. Duberstein
277 Park Avenue
New York, NY 10172
Greensea Offshore, L.P.
P.O. Box 1561
Mary Street
Grand Cayman, Cayman Islands
British West Indies
Ark Asset Management 8,901,800 (c) 6.6%
Co., Inc.
One New York Plaza
New York, NY 10004
Boston Partners Asset 8,840,937 (d) 6.6%
Management, L.P.
Boston Partners, Inc.,
and Desmond John Heathwood
One Financial Center
Boston, MA 02111
- ------------
15
<PAGE>
(a) Omits information concerning 23,504,800 shares of Common Stock
reported as beneficially owned as of December 31, 1997 in the Company's Proxy
Statement for the 1998 Annual Meeting by the Capital Group Companies, Inc. and
certain of its affiliates. The entities reporting beneficial ownership of such
shares reported, on Schedule 13G and on Schedule 13G/A, filed on February 11,
1999 and February 12, 1999 with the Securities and Exchange Commission (the
"SEC") that such entities held voting power and dispositive power with respect
to no shares of Common Stock.
(b) Reflects shares beneficially owned as of April 30, 1999. Greenway
Partners, L.P. holds sole voting and dispositive power with respect to
2,350,000 shares, Greentree Partners, L.P. holds sole voting and dispositive
power with respect to 1,500,900 shares, Greenhouse Partners, L.P. holds shared
voting and dispositive power with respect to 2,350,000 shares; Greenhut,
L.L.C. holds shared voting and dispositive power with respect to 1,500,900
shares; Greenbelt Corp. holds sole voting and dispositive power with respect
to 12,886,322 shares, Greensea Offshore, L.P. holds sole voting and
dispositive power with respect to 2,250,000 shares; Greenhut Overseas, L.L.C.
holds shared voting and dispositive power with respect to 2,250,000 shares;
Alfred D. Kingsley holds sole voting and dispositive powers with respect to
541,800 shares and shared voting and dispositive power with respect to
18,987,222 shares; and Gary K. Duberstein holds shared voting and dispositive
power with respect to 18,987,222 shares. The foregoing table does not reflect
shares of Common Stock beneficially owned directly by Mr. Hines or Mr. Stein.
Greenway and its affiliates each disclaim beneficial ownership of such shares.
(c) Reflects shares beneficially owned as of December 31, 1997,
according to a statement on Schedule 13G filed with the SEC. As reported in
the 13G, Ark Asset Management Co., Inc. holds sole voting power with respect
to 6,606,400 shares and sole dispositive power with respect to 8,901,800
shares.
(d) Reflects shares beneficially owned as of December 31, 1997,
according to a statement on Schedule 13G filed with the SEC. As reported in
the 13G, Boston Partners Asset Management, L.P. ("BPAM"), an investment
adviser, owns of record 8,804,937 shares. Boston Partners, Inc. is the sole
general partner of BPAM, and Mr. Heathwood is the principal shareholder of
Boston Partners, Inc. As such, they may be deemed to own beneficially all of
the shares owned of record by BPAM. The shareholders held shared voting and
dispositive power with respect to 8,840,937 shares.
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by Greenway, partners and employees
of Greenway, and by the other Participants by mail, telephone, telecopier, the
Internet and personal solicitation. Regular employees of Greenway and its
affiliates may be used to solicit proxies and, if used, will not receive
additional compensation for such efforts. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward the
solicitation material of the Greenway Group to their customers for whom they
hold shares, and Greenway will reimburse them for their reasonable out-of-pocket
expenses.
16
<PAGE>
The entire expense of preparing, assembling, printing and
mailing this Proxy Statement and related materials, and the cost of soliciting
proxies for the proposals endorsed by the Greenway Group, will be borne by
Greenway. Greenway estimates such expenses to be $100,000 (including
professional fees and expenses, but excluding any costs represented by salaries
and wages of regular employees of Greenway and its affiliates). The total
expenditures to date have been approximately $20,000, paid by Greenway. Greenway
does not intend to seek reimbursement from the Company for Greenway's expenses.
17
<PAGE>
SHAREHOLDERS' PROPOSALS IN COMPANY'S PROXY STATEMENT
Pursuant to Rule 14a-8(e)(2) under the Exchange Act, any
proposal by a shareholder at the Annual Meeting to be included in the Company's
proxy Statement must be received in writing at the Company's principal executive
offices not less than 120 calendar days in advance of the date of the Company's
proxy statement released to security holders in connection with its 1998 Annual
Meeting of Shareholders. Accordingly, any such shareholder proposal should have
been so received by the Company no later than January 5, 1999.
Dated: April 30, 1999
Sincerely,
Your Fellow Shareholders,
Greenway Partners, L.P.
Alfred D. Kingsley
Gary K. Duberstein
Andrew P. Hines
Howard Stein
18
<PAGE>
APPENDIX A
Information is being given herein for (i) Greenway Partners,
L.P. ("Greenway"), (ii) Alfred D. Kingsley ("Kingsley"), a natural person and
nominee for the Board of Directors of the Company, (iii) Andrew P. Hines, a
natural person and nominee for the Board of Directors of the Company, ("Hines"),
(iv) Howard Stein, a natural person and nominee for the Board of Directors of
the Company, ("Stein") and (v) Gary K. Duberstein, a natural person and nominee
for the Board of Directors of the Company, ("Duberstein") who are each a
"participant in a solicitation" as defined under the proxy rules (collectively,
the "Participants").
Information is also given for Greentree Partners, L.P.
("Greentree"), Greenhouse Partners, L.P. ("Greenhouse"), Greenhut, L.L.C.
("Greenhut"), Greenbelt Corp. ("Greenbelt"), Greensea Offshore, L.P.
("Greensea"), Greenhut Overseas, L.L.C. ("Greenhut Overseas"), which are each
"associates", as defined under the proxy rules, of Greenway, Kingsley and
Duberstein.
Each of Greenway, Greentree and Greenhouse is a Delaware
limited partnership. Each of Greenhut and Greenhut Overseas is a Delaware
limited liability company. Greenbelt is a Delaware corporation. Greensea is an
exempted limited partnership formed under the laws of the Cayman Islands.
Greenway, Greentree and Greensea are principally engaged in
the business of investing in securities. The principal business of Greenhouse is
being the general partner of Greenway. The principal business of Greenhut is
being the general partner of Greentree. The principal business of Greenhut
Overseas is being the investment general partner of Greensea. The principal
business of Greenbelt is managing a small number of accounts containing
securities for which Greenbelt has voting and dispositive power, and,
consequently, is the beneficial owner.
The present principal occupation of each of Kingsley and
Duberstein is participating in the management of Greenhouse, Greenhut and
Greenhut Overseas. In addition, Mr. Kingsley is senior managing director, and
Mr. Duberstein is managing director, of both Greenway and Greentree. Also, Mr.
Kingsley is president, and Mr. Duberstein is vice president, secretary and
treasurer of Greenbelt. The business address of each of the Participants and the
Associates (other than Greensea and Hines) is 277 Park Avenue, 27th Floor, New
York, New York 10172. The business address of Greensea is P.O. Box 1561, Mary
Street, Grand Cayman, Cayman Island, British West Indies.
Hines is employed as Executive Vice President and Chief
Financial Officer of Outboard Marine Corporation, a manufacturer of outboard
marine engines and boats, which position constitutes his present principal
occupation. Hines's business address is 100 Sea Horse Drive, Waukegan, IL 60085.
Stein retired as Chairman and Chief Executive Officer of
Dreyfus Corporation in August 1996.
19
<PAGE>
The Participants and their associates may be deemed to have
direct beneficial ownership of the Company's Common Stock ("Shares") as follows:
APPROXIMATE
MARGIN
NAME NUMBER OF SHARES INDEBTEDNESS
---- ---------------- ------------
Greenway 2,350,000 $7.4 million
Greentree 1,500,900 $4.4 million
Greenbelt 12,886,322 $23.5 million
Greensea 2,250,000 $6.3 million
Alfred D. Kingsley 541,800 $1.6 million
Andrew P. Hines 590 --
Howard Stein 120,000 $179 thousand
The Shares were purchased in accounts which hold other
securities and may have been subject to ordinary course margin indebtedness from
time-to-time. The approximate amount of margin indebtedness attributable to the
Shares as of March 22, 1999 is estimated in the table above.
Greenhouse, as the general partner of Greenway, may be deemed
to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as general
partners of Greenhouse, may be deemed to beneficially own Shares which
Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and
Duberstein disclaim beneficial ownership of such Shares for all other purposes.
Greenhut, as the general partner of Greentree, may be deemed
to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members of
Greenhut, may be deemed to beneficially own Shares which Greenhut may be deemed
to beneficially own. Each of Messrs. Kingsley and Duberstein disclaim beneficial
ownership of such Shares for all other purposes.
Greenhut Overseas, as the investment general partner of
Greensea, may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934) Shares which Greensea may be
deemed to possess direct beneficial ownership. Each of Messrs. Kingsley and
Duberstein, as members of Greenhut Overseas, may be deemed to beneficially own
Shares which Greenhut Overseas may be deemed to beneficially own. Each of
Messrs. Kingsley and Duberstein disclaim beneficial ownership of such Shares for
all other purposes.
20
<PAGE>
Greenbelt has direct beneficial ownership of the Shares in the
accounts which it manages. In addition, Greenbelt is the investment advisor for
Greenland Investment Company Limited, a Cayman Islands company ("Greenland"). In
such capacity, Greenbelt has the right to vote and direct the disposition of the
1,739,700 Shares held by Greenland and, consequently, has direct beneficial
ownership of such Shares. Kingsley and Duberstein, as executive officers and
directors of Greenbelt, may be deemed to beneficially own Shares which Greenbelt
beneficially owns. Each of Kingsley and Duberstein disclaim beneficial ownership
of such Shares for all other purposes.
To the best of the knowledge of the Participants and their
associates, none has been, within the past year, a party to any contract,
arrangements or understanding with any person with respect to any securities of
the Company, including but not limited to joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profits,
division of losses or profits, or the giving or withholding of proxies, except
as follows: the respective partnership agreements of Greenway and Greentree each
contains provisions whereby its general partner (i.e., Greenhouse in the case of
Greenway and Greenhut in the case of Greentree) will receive annually a certain
percentage of realized and unrealized profits, if any, derived from the
partnership's investments. The agreements governing Greensea provide that
Greenhut Overseas, as investment general partner, will receive annually a
certain percentage of realized and unrealized profits, if any, derived from
Greensea's investments. Greenbelt also receives annually a certain percentage of
realized and unrealized profits, if any, resulting from the investments in each
of its managed accounts. Pursuant to the Articles of Association of Greenland,
Greenhut Overseas will receive annually a certain percentage of realized and
unrealized profits, if any, derived from Greenland's investments.
No Participant or Associate owns any securities of the Company
of record but not beneficially.
None of the Participants and none of their associates has any
arrangement or understanding with any person with respect to (i) any future
employment with the Company or (ii) any future transactions to which the Company
or any of its affiliates may be a party.
The following is a summary of all transactions in Company
securities by the Participants over the last two years.
<TABLE>
<CAPTION>
- ------------------------- ------------------------------------------------ ---------------------
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
- ------------------------- ------------------------------------------------ ---------------------
<S> <C> <C>
07/28/97 Sale of Shares by Greenway Partners 75,000
- ------------------------- ------------------------------------------------ ---------------------
09/03/98 Purchase of Shares by Greenway Partners 150,000
- ------------------------- ------------------------------------------------ ---------------------
09/09/98 Purchase of Shares by Greenway Partners 25,000
- ------------------------- ------------------------------------------------ ---------------------
21
<PAGE>
- ------------------------- ------------------------------------------------ ---------------------
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
- ------------------------- ------------------------------------------------ ---------------------
10/07/98 Purchase of Shares by Greenway Partners 40,000
- ------------------------- ------------------------------------------------ ---------------------
10/08/98 Purchase of Shares by Greenway Partners 50,000
- ------------------------- ------------------------------------------------ ---------------------
10/09/98 Purchase of Shares by Greenway Partners 59,300
- ------------------------- ------------------------------------------------ ---------------------
01/04/99 Purchase of Shares by Greenway Partners 300,000
- ------------------------- ------------------------------------------------ ---------------------
01/28/99 Purchase of Shares by Greenway Partners 350,000
- ------------------------- ------------------------------------------------ ---------------------
07/29/97 Sale of Shares by Greenbelt for Howard Stein's 39,000
managed account
- ------------------------- ------------------------------------------------ ---------------------
07/07/98 Purchase of Shares by Greenbelt for Howard 45,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
07/07/98 Purchase of Shares by Greenbelt for Howard 15,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
07/08/98 Purchase of Shares by Greenbelt for Howard 40,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
07/24/98 Purchase of Shares by Greenbelt for Howard 25,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
07/27/98 Purchase of Shares by Greenbelt for Howard 15,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
07/28/98 Purchase of Shares by Greenbelt for Howard 20,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
07/29/98 Purchase of Shares by Greenbelt for Howard 20,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
22
<PAGE>
- ------------------------- ------------------------------------------------ ---------------------
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
- ------------------------- ------------------------------------------------ ---------------------
07/31/98 Purchase of Shares by Greenbelt for Howard 20,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
08/11/98 Purchase of Shares by Greenbelt for Howard 10,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
08/21/98 Purchase of Shares by Greenbelt for Howard 60,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
09/24/98 Purchase of Shares by Greenbelt for Howard 60,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
01/04/99 Purchase of Shares by Greenbelt for Howard 324,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
01/28/99 Purchase of Shares by Greenbelt for Howard 200,000
Stein's managed account
- ------------------------- ------------------------------------------------ ---------------------
09/03/98 Purchase of Shares by Alfred D. Kingsley 250,000
- ------------------------- ------------------------------------------------ ---------------------
09/04/98 Purchase of Shares by Alfred D. Kingsley 50,000
- ------------------------- ------------------------------------------------ ---------------------
09/10/98 Purchase of Shares by Alfred D. Kingsley 30,000
- ------------------------- ------------------------------------------------ ---------------------
10/09/98 Purchase of Shares by Alfred D. Kingsley 71,800
- ------------------------- ------------------------------------------------ ---------------------
02/17/99 Purchase of Shares by Alfred D. Kingsley 50,000
- ------------------------- ------------------------------------------------ ---------------------
02/17/99 Purchase of Shares by Alfred D. Kingsley 50,000
- ------------------------- ------------------------------------------------ ---------------------
02/18/99 Purchase of Shares by Alfred D. Kingsley 40,000
- ------------------------- ------------------------------------------------ ---------------------
23
<PAGE>
- ------------------------- ------------------------------------------------ ---------------------
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
- ------------------------- ------------------------------------------------ ---------------------
05/12/97 Distribution of Shares by Greentree Partners 600,000
to a Partner
- ------------------------- ------------------------------------------------ ---------------------
05/13/97 Purchase of Shares by Greentree Partners 550,000
- ------------------------- ------------------------------------------------ ---------------------
07/30/97 Sale of Shares by Greentree Partners 60,000
- ------------------------- ------------------------------------------------ ---------------------
10/28/97 Purchase of Shares by Greentree Partners 20,000
- ------------------------- ------------------------------------------------ ---------------------
03/23/98 Sale of Shares by Greentree Partners 3,100
- ------------------------- ------------------------------------------------ ---------------------
05/18/98 Purchase of Shares by Greentree Partners 43,100
- ------------------------- ------------------------------------------------ ---------------------
06/17/98 Purchase of Shares by Greentree Partners 30,000
- ------------------------- ------------------------------------------------ ---------------------
06/25/98 Purchase of Shares by Greentree Partners 20,000
- ------------------------- ------------------------------------------------ ---------------------
06/26/98 Purchase of Shares by Greentree Partners 20,000
- ------------------------- ------------------------------------------------ ---------------------
06/29/98 Purchase of Shares by Greentree Partners 8,900
- ------------------------- ------------------------------------------------ ---------------------
07/13/98 Purchase of Shares by Greentree Partners 21,100
- ------------------------- ------------------------------------------------ ---------------------
07/14/98 Purchase of Shares by Greentree Partners 20,000
- ------------------------- ------------------------------------------------ ---------------------
07/22/98 Purchase of Shares by Greentree Partners 31,100
- ------------------------- ------------------------------------------------ ---------------------
07/23/98 Purchase of Shares by Greentree Partners 26,500
- ------------------------- ------------------------------------------------ ---------------------
07/24/98 Purchase of Shares by Greentree Partners 22,400
- ------------------------- ------------------------------------------------ ---------------------
07/30/98 Purchase of Shares by Greentree Partners 28,200
- ------------------------- ------------------------------------------------ ---------------------
24
<PAGE>
- ------------------------- ------------------------------------------------ ---------------------
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
- ------------------------- ------------------------------------------------ ---------------------
07/31/98 Purchase of Shares by Greentree Partners 20,000
- ------------------------- ------------------------------------------------ ---------------------
08/03/98 Purchase of Shares by Greentree Partners 10,000
- ------------------------- ------------------------------------------------ ---------------------
08/03/98 Purchase of Shares by Greentree Partners 11,800
- ------------------------- ------------------------------------------------ ---------------------
08/05/98 Purchase of Shares by Greentree Partners 15,000
- ------------------------- ------------------------------------------------ ---------------------
08/21/98 Purchase of Shares by Greentree Partners 55,000
- ------------------------- ------------------------------------------------ ---------------------
12/31/98 Purchase of Shares by Greentree Partners 74,200
- ------------------------- ------------------------------------------------ ---------------------
01/04/99 Purchase of Shares by Greentree Partners 186,700
- ------------------------- ------------------------------------------------ ---------------------
01/28/99 Purchase of Shares by Greentree Partners 200,000
- ------------------------- ------------------------------------------------ ---------------------
07/30/97 Sale of Shares by Andrew P. Hines* 7,251
- ------------------------- ------------------------------------------------ ---------------------
07/30/97 Sale of Shares by Andrew P. Hines* 12,598
- ------------------------- ------------------------------------------------ ---------------------
08/01/97 Sale of Shares by Andrew P. Hines* 1,500
- ------------------------- ------------------------------------------------ ---------------------
08/26/97 Sale of Shares by Andrew P. Hines* 1,000
- ------------------------- ------------------------------------------------ ---------------------
08/26/97 Sale of Shares by Andrew P. Hines* 25,000
- ------------------------- ------------------------------------------------ ---------------------
08/26/97 Sale of Shares by Andrew P. Hines* 66,984
- ------------------------- ------------------------------------------------ ---------------------
25
<PAGE>
- ------------------------- ------------------------------------------------ ---------------------
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
- ------------------------- ------------------------------------------------ ---------------------
03/12/98 Sale of Shares by Andrew P. Hines* 1,341
- ------------------------- ------------------------------------------------ ---------------------
10/28/97 Purchase of Shares by Howard Stein 11,100
- ------------------------- ------------------------------------------------ ---------------------
10/28/97 Purchase of Shares by Howard Stein 13,900
- ------------------------- ------------------------------------------------ ---------------------
5/18/98 Purchase of Shares by Howard Stein 10,000
- ------------------------- ------------------------------------------------ ---------------------
5/26/98 Purchase of Shares by Howard Stein 10,000
- ------------------------- ------------------------------------------------ ---------------------
5/28/98 Purchase of Shares by Howard Stein 10,000
- ------------------------- ------------------------------------------------ ---------------------
10/1/98 Purchase of Shares by Howard Stein 25,000
- ------------------------- ------------------------------------------------ ---------------------
10/6/98 Purchase of Shares by Howard Stein 15,000
- ------------------------- ------------------------------------------------ ---------------------
10/6/98 Purchase of Shares by Howard Stein 10,000
- ------------------------- ------------------------------------------------ ---------------------
12/28/98 Purchase of Shares by Howard Stein 15,000
- ------------------------- ------------------------------------------------ ---------------------
04/16/99 Shares were transferred from an account over 485,000
which Greenbelt has power to vote or direct
the disposition of such Shares into an account
over which Greenbelt has no such power.
- ------------------------- ------------------------------------------------ ---------------------
</TABLE>
- --------------------------------
* Each trade represents exercise of, and subsequent sale of stock underlying,
options held by Andrew P. Hines.
26
